The Amazing Professor
by HandAssassinSpider-man
Summary: When Logan first came to Peter and offered him a job to teach at his new school, The Jean Grey School for Higher Learning, it took him the better part of half an hour to stop laughing at the thought of the Wolverine running a school. Afterwards, Peter agreed and now finds himself pulled deeper into the world of the X-Men that he's ever been, let's hope he survives the experience...
1. Chapter 1

So, this story will be set around the time that Logan left Utopia after the whole 'Schism' thing and started up the Jean Grey School for Higher learning. Here Peter never got a chance to work at Horizon labs because Logan approached him first and asked him to help with the school.

So yeah here Peter will be the sort of tech guy along with Beast on top of being the science teacher to help keep the school running and will even get his own little band of future X-men for a team, mainly the kids he had from the comic Spider-man and the X-men along with another person that I feel would benefit from learning under Peter. Also, Deadpool, Spider-man and Wolverine bro moments, the typical bullshit of school life like homework, tests, bullying and the life of a superhero in the Marvel Universe that makes DC's look reasonable in comparison.

Think Superman has it bad with Lex Luthor? HA! He's never had to deal with the likes of Galactus trying to eat Earth or the Red Skull with the powers of Charles Xavier running loose!

Just go with it because if you do you get Spider-man hooking up with a wide variety of X-women, be they good guys or not. So possible threesome between him, Mystique and Lady Deathstryke, check. Him and Domino teaming up to save a bunch of students from Purifiers and ending the mission in a hotel room that'll be destroyed by their rut, check. Spider-man being abducted by Mojo and forced to star in a sort of new adult program he's starting up for the late-night viewers that involves lots of sex, double check. Kitty, Rogue, Rachel and Psylocke all dressed in school girl uniforms hoping that Peter will give them the 'D' to go with their A's, B's and C's… yep.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

"I can't begin to describe how much this means to me Logan"

"Trust me, I know. I've had a headache since I offered you this position" James 'Logan' Howlett aka the Wolverine said as he let out a sigh while he, his longtime friend and fellow Avenger Peter Parker aka the Amazing Spider-man sat in his new office after Charles Xavier had left over an hour ago.

Peter pouted at Logan "Your mean!"

"I'm the best at what I do, and what I do isn't very nice" Logan said as he pulled out a bottle of whiskey and poured it into two glasses that he had in another drawer and filled them both up and offered one to Peter "Here, something tells me you and I are going to get very familiar with this damn bottle a lot sooner then we might think"

"I'm not really a drinker" Peter said as he took the glass and looked down into it "Also isn't this supposed to have ice in it or something? I mean Stark, when he drank and still might be giving the decisions he's made lately, always had some in his glasses"

"You wanna get it?" Logan asked with a dry look before pointing towards the door "Kitchen is down the hall and to the right"

"No I'm just saying, besides I tried to get some water out of the refrigerator earlier and it tried to eat me after somehow gaining sentience and transformed into something that looked like a cross between the clown from 'It' and a terminator" Peter said with a sigh before they both felt a faint rumbling through the building "Also is this place on a fault line, that's like the third quake today and my spider-sense is starting to go off a little and I think the grass and a couple of roses tried to stab me and a few students this morning"

"Probably something Hank's working on and if not, I'm sure you two geniuses will figure out a way to fix it before it kills us all" Logan said as he took a sip of his drink and looked out the window along with Peter.

Peter took a cautious sip of his drink as he made out the stars starting to come out before humming at the taste of the liquor "Wow, this is actually pretty good, little heavy on the after taste but good"

"Careful Pete, don't need you looking like crap on the first day of class tomorrow" Logan said as he took another sip of his glass "Pretty sure it'll look bad to the inspectors to see a hungover teacher that can barely stand teaching kids advance chemistry and biology"

Peter scoffed at the man's words "Me, hungover? Please, if anyone's going to be suffering a hangover tomorrow it's you!"

"Hmm… you're not wrong in that regard. It'll be the first of many probably" Logan said as he tapped his chin before he took another drink of his glass "But look, all kidding aside, I am glad you took me up on my offer. You're the only real veteran teacher on my staff"

"Yeah well something tells me that I'm still gonna be out of my depth here, same as everyone else. I mean teaching a bunch of regular kids is one thing, but throw in superpowers, that's a whole other ball game entirely" Peter said as he glanced around at Logan's new office "And you're going to be my boss… heh who would have thought. No seriously who would because like this is the same as seeing Thanos become a pacifist monk that's all about life or Galactus going on a diet"

"Something tells me you'll be half the reason why I lose my hair and go bald" Logan said with a short laugh as he took another drink of his glass before he saw that he and Peter were running low and decided to refill their respective glasses.

"Can you even go bald, I mean that healing factor prevents that from happening, right?" Peter asked with a curious expression.

"For now, but that healing factor won't work forever kid" Logan said as he gazed down at the liquid contents of his glass.

"What makes you say that? There a time limit or something on it?" Peter asked with some worry.

"Something like that" Logan said as he took a sip of his glass "Think of my healing factor like if you were walking. You can walk for a really long time before you get too tired to keep going, that's death. Now imagine that putting Adamantium on my bones is like jogging at a modest pace. You'll probably get pretty far still but not as far as when you were walking. Now take all of the times where my body was severely damaged to the point it was a literal miracle I even survived, healing factor be dammed, as bouts of sprinting, again you won't get as far as walking"

"Hmm that makes sense" Peter said with a hum as he thought over Logan's analogy "Still, on the bright side, you'll live to see my grandchildren. And teach them some stuff too!"

"Yeah lucky me" Logan said with a dry look "Having to play grandpa to a bunch of mouthy little spider brats"

"Heh and you'll love every second of it you gruff, chain smoking, growling caveman" Peter said as he held up his glass "To the future of the Jean Grey School for Higher Learning, here's hoping that it doesn't get blown up nearly as often as the old place did!"

"Please, I'm short on change as it is" Logan said as he raised his glass before both he and Peter took a drink from their glasses.

"Which reminds me, am I getting paid for this gig?" Peter questioned with a curious expression.

"Pete, your living in a massive mansion with state of the art technology, the chance to teach the next generation of X-men all about 'Responsibility' and help us save the world as Spider-man because I'm not dumb enough to think we won't need to" Logan said as he downed the last of his drink "Plus I'm not paying the rest of the staff, so don't worry, you're not the only one I'm short changing"

Peter scowled at the man "I should rally the others and protest. Hell, I'm feeling the urge to call the union or Murdock and complain"

"Find a way to make us some extra cash to keep this place running and I'll gladly pay you and everyone else here" Logan said with a smirk.

"Maybe I will!" Peter said as he downed the last of his drink.

"Sure you will webs… sure you will" Logan laughed.

"I will!"

"Uh-huh…"

"Just you wait, I'm gonna be like the new Tony Stark" Peter said with a nod as he took a sip of his drink.

"Well you got the pain in the ass part down" Logan said with a snort as he was about to take another sip of his glass when suddenly one of the little blue 'BAMF' demons appeared on his desk and made a grab for the bottle he and Peter were drinking.

 **SNIKT!**

The little blue trouble maker stopped dead as three Adamantium claws cut it off from the liquor and caused it to scowl at the Headmaster before 'BAMFing' away.

"Where'd those things come from?" Peter asked as he looked around the room for more "What, Nightcrawler have a family he didn't tell anyone about?"

"Hank left a portal open that leads to these guys dimension or something and they made it through. Now their running around this place like a bunch of damn rats. Found three earlier in my cabinet trying to make off with my whiskey"

"Heh, sounds like their doing you a favor" Peter chuckled before another of the little blue devils appeared and tried to take Peter's Spider-man mask away "Hey, hey, no sir. Bad little blue teleporting demon gremlin thingy"

Logan laughed as he watched Peter wrestle the mask out of the little demon's hands before he shooed it away. The little BAMF made a few rude growling noises before vanishing in a puff of blue smoke that smelled of brimstone.

"Not so funny now is it?" Logan smirked.

"Stealing whiskey is one thing, but stealing my mask, the thing that hides my identity from the world? That's something else entirely" Peter said as he slid the mask on but kept his mouth uncovered so he can still drink his glass.

"Why you bothering with the whole secret identity thing here anyhow? What, don't trust us?" Logan asked with a confused expression.

"Well you do have a former member of the Brotherhood of Evil Mutants and members of that academy that Emma ran back in the day that may or may not still be in contact with Scott's people even though there's no real harm in them talking to their friends still over there" Peter said as he took a swig of his liquor "No offense Logan, but the only ones on your staff that I trust are Kitty because we used to date in high school and Bobby because he and I were on a super awesome team once"

Logan snorted at this as he took the bottle and refilled both his and Peter's glasses "Super awesome, more like super embarrassing. I mean Christ kid, Spider-man and his Amazing Friends? You, Bobby and Firestar looked like a team from one of those ridiculous Saturday morning cartoons"

"Hey, Angelica and I tried to tell Bobby to tone down on the ice slides but he insisted that they look 'hip' and were 'cool'" Peter sighed as he shook his head in disappointment while Logan laughed.

…

Several hours later Peter was silently making his way through the halls of the Jean Grey school, the other inhabitants were all likely asleep at this point and it gave Peter time to think on his current situation.

It wasn't easy accepting Logan's offer to come to Westchester and become a teacher for his new school after he and a few others split form Scott's people over in Utopia. While the chance to teach the next generation of heroes was a great opportunity, it also meant having to leave New York City, something he was very reluctant to do.

' _Then again, Daredevil did say he'd keep an eye on things and I can always head back on weekends if my schedule allows it. So, I'm not abandoning it, not really. After all, the Big Apple existed decades before I came along, I'm sure it'll still be there after I'm gone. Plus, there's like ten superhero teams operating out of there, I'm sure it'll be fine… hopefully'_ Peter thought as he passed the janitor, Toad, and paused before backing up and glancing at the man "Toad, what are you doing up still?"

Toad, who was busy cleaning some of the windows, glanced at Peter who was now clad in a suit that was very similar to his Future Foundation suit only instead of black and white, it was now black and gold, the black being replaced with gold and the white now being black.

"Huh, hello mister Spider-man" the former member of the Brotherhood of Mutants said as he fidgeted under the gaze of Peter "Just doing some last-minute cleaning"

"Why? Can't it wait until tomorrow?" Peter asked as he glanced at the windows "Also these things look pretty clean to me, like crystal clear clean. Seriously dude it's like they're not even there with how clean they are!"

"Well it's just… well um…" Toad stumbled over his words as he tried to voice his reasoning for still being up at this ungodly hour "Well it's just that my room was shaking from all of that rumbling and well um it started to fill with lava coming out of the walls and I still haven't gotten a bed yet… so…"

Peter sated at the man with wide lenses "Seriously?"

"Yes" Toad nodded meekly as Peter stared at him.

Peter sighed as he rubbed his brow before taking the toad powered man's rag and spray bottle "You can sleep in my room tonight. Far as I can tell it ain't covered in lava yet"

"B-But why?" Toad asked with confusion "I-I mean are you sure?"

"Yeah, I'm sure. Trust me dude, no one should have to sleep in a room that's the inside of a volcano. That's just all kinds of wrong and I'll see about having it cleared out and giving you a new room" Peter said as he waved Toad away "Go on before those pesky little BAMF gremlins get in there and lock the door… again"

"But aren't you worried about your secret identity?" Toad asked.

Earlier today Spider-man made it very clear that only the senior staff will know about his secret identity as part of his agreement to work here at Logan's request. The younger staff members didn't seem to like this too much but considering that none of them have really worked with the wall crawler before and Logan, Kitty and Bobby vouched for him, they let it go… for now.

"Don't worry, there's nothing in my room that screams out who I am under the mask and no offense I don't think anyone here would even know who I was if they saw my face anyhow" Peter assured the shorter man and he gave him a pat on the shoulder "Now off you go. Something tells me that your gonna need the energy tomorrow and probably every day after that"

Toad stared at Peter for a full minute in surprise before he gave him a small nod of thanks before turning and making his way down the hall towards Peter's room. The Avenger watched him go for a moment when he felt the ground shake ever so slightly, causing Peter to frown.

"Okay seriously what the hell is causing this place to shake? Is it like Jean's ghost haunting us from beyond the grave or something?" Peter asked no one in particular.

"Either that or Hank made another doomsday weapon that could level half the eastern seaboard he just barely was able to shut down… again" a woman's voice spoke up behind Peter, causing him to turn to see the new headmistress of the Jean Grey School for Higher Learning, Kitty Pryde dressed in a pair of yellow sweat pants and a white shirt that had a large black 'X' across the front.

Peter had to admit, his ex-girlfriend made lazy sleeping clothes still look good.

Peter made that apparent as he gave her a low whistle before giving her a nod "Madam Headmistress, love the sleepwear though I wish there was a little more red and blue in it"

Kitty didn't seem to like the title of her new station here as her face morphed into a frown "UGH! Don't call me that. It makes me sound old, like Xavier old!"

"Well that is your title… Headmistress" Peter snickered "Now I'm wondering if any of them will act like you did to Xavier. Only instead of 'Professor Xavier is a Jerk' it's 'Headmistress Pryde is a jerk!'

Kitty scowled at the memory before she wagged her finger at the man "Don't make me phase your clothes through the floor along with the first little brat that says that to me. You know I will!"

"Wouldn't be the first time you phased more clothes off…" Peter smirked which in turn caused Kitty to blush before she smacked him on the chest much to his amusement.

"Oh, hush you" Kitty said as she came to stand beside her old flame and look out at the night sky with him "Still a little surprised to see you here actually"

"What do you mean?" Peter asked with a raised brow as he glanced at her.

"Peter nothing short of world ending crisis ever dragged you away from the Big Apple" Kitty teased as she bumped her shoulder into his "So what'd Logan say to get you to accept his invitation?"

"Oh you know, that I'm an amazing hero, a spectacular teacher, and just all around awesome" Peter boasted as he puffed out his chest "Plus he said there wasn't another person on this planet that he'd trusted more to teach these kids"

Kitty gave Peter a dry smile "Uh-Huh, but no seriously what did he offer? The chance to see me in a school uniform again?"

"Actually, nothing" Peter said as his smile dropped a bit "He just asked if I'd be willing to teach here since no offense you have no real teachers on staff aside from Beast and well…"

"Well what?" Kitty asked with a curious expression.

Peter was silent for a moment before his hand went to the back of his neck, something Kitty learned was his way of showing he was sort of nervous and embarrassed at the same time "I thought well… it'd be a good mark on my life as Spider-man, you know? Teaching the next generation of heroes about responsibility, resisting the urge to strangle Hitler mustache wearing newspaper editors turned mayor every time they blast you in the media and well… just making sure these kids don't make the same mistakes I did in my early years"

"Come on, you didn't make that many" Kitty assured the man with a small pat on the back.

"Oh I'm pretty sure I have" Peter said with a grim smile as a few memories in particular came to mind. Before he shook his head and glanced at Kitty "By the way, why are you still up anyway?"

Kitty made a face as the building shook again "That's why, plus I threw up like two times since dinner"

"Best make sure Beast don't hear that, he seemed really proud of the salmon casserole he made for us" Peter chuckled.

"Pete, the food at Midtown tasted better then whatever that was he cooked… and I swear our lunch lady was the sister of Mole man or something" Kitty said with a laugh as memories of her and Peter's semester together rushed through her mind.

"Eh maybe…" Peter chuckled as the two stood there in silence before the room shook "Okay I swear that this place is going to sink into a massive vortex that erupted from the ground"

"If it means not having to meet the inspectors that the Board of Regents from the New York State Department of Education sent to inspect the school tomorrow and risk them shutting down the school, then please let it happen!" Kitty groaned as he leaned against Peter 's arm.

"Hmm not sure if Logan would survive that if it does" Peter hummed in thought.

"What makes you say that?" Kitty questioned.

"You really think Logan would go back to Scott and his people at Utopia and admit he couldn't do it?" Peter said with a drawl.

Kitty mulled it over for a minute before she sighed "To think after everything he's been through it was the idea of telling Scott he was right that does him in"

"I always thought it'd be the Adamantium posing he'll contract later in life when his healing factor begins to weaken" Peter shrugged before he let out a yawn.

"So even the web slinging chatter box can get tired" Kitty chuckled as she kept leaning against Peter.

"Apparently" Peter laughed as he let out a yawn again.

Kitty laughed as she grabbed his arm and began to pull him away from the window. Peter quirked a brow at this "Uh Kitty, where we going?"

"My room" she responded with a coy grin as she looked over her shoulder at Peter's widened lenses and laughed "I head you offer up your room to Toad after he told you his admittedly tragic little story you big chatty boy scout and considering I'm not going to be falling back to sleep on my own I figured you could help me in that regard"

"And what do I get out of this?" Peter asked with a suspicious look.

"A nice soft bed and a night of sex… maybe more if you're lucky" Kitty said as sly as a cat.

"Somehow I can't help but feel I'm cheapening myself by offering you my body for a night in your bed so I don't have to sleep on a web hammock in my class tonight" Peter said as they neared Kitty's room.

"Peter, you tried to become a celebrity on a crappy looking reality t.v. show after a brief stint as some amateur wrestler in a god-awful costume. You were cheapened before you ever made your web shooters" Kitty giggled as she opened her door and ushered Peter inside.

Peter narrowed his eyes at Kitty as he pulled her in close against his frame "Hmm and for that little remark, I may just decide to web you up Headmistress Pryde"

Kitty's eyes ignited with a sensual hunger "Please do professor Parker… I've been a bad girl"

Peter smirked as he kicked her door close before pushing her on to the bed and was about to pounce on her when they heard Bobby's muffled voice through the wall.

" _Hey, keep it down in there, some of us are trying to sleep!"_

Peter and Kitty looked at the wall with blank expressions on their faces before they turned towards each other.

"For that, we're going to be especially loud" Kitty said with a grin.

Peter snorted at this as he removed his mask "You know Kitty, for a school Headmistress of what's supposed to be a prestigious school for the gifted… you're a bad influence"

"I know…" Kitty said as she removed her shirt before tossing it aside and lying back on the bed, her now bare upper torso on fully display for Peter "Now shush and begin with the clothes removing…"

Safe to say, Iceman didn't get much sleep that night… and all the way in Utopia, Colossus saw a small spider on the wall and had the sudden urge to crush it.

…

* * *

And done.

Next chapter, First day of school… and all hell breaks loose!


	2. Chapter 2

Answers to reviewers' questions or statements:

 **Adtr509** : Oh Peter will find a use for those little blue gremlins soon enough…

 **treyalexander63917** : Ends of the Earth will go a tad bit differently, same with Spider-Island, Superior Spider-man on the other hand will be vastly different to what went down in it to the point it'll only the name that's the same of the arc and Spider-verse will largely be the same.

 **Spiderfan92** : Kitty and Peter in the Ultimate comics was one of like a handful of things they got right during its run. There's others but that's like in my top five of what they did that made the comics for the Ultimates universe so enjoyable.

 **Redrangerlegacy** : No after last chapter, it's downhill from here in quality.

 **Gamerslegacy** : There might be a few students that will be crushing on Peter.

 **Spawn Hades** : Nah it'll be Peter that Kitty goes to when school gets so stressful and it's about to.

 **JJChandler** : Yes in a manner of speaking En Sabah Nur will be making his epic appearances.

 **cabrera1234** : I wouldn't say every woman on the X-men team but a fair amount.

 **Harem Lover 26** : It's that story and the one will he taught the kids from the avengers Academy that inspired me to make this story. Spider-man as a teacher would just be too fun.

 **Jpg2497** : Yeah Hope and Spider-man will be interacting quite a bit in this story, you can say he'll be part of the reason why she'll stick around so much.

 **Silver Crow** : Oh he'll have a reputation alright, both good and bad for various reasons. Th next X-girl he interacts with will be Rachel and then Rogue.

 **Zx** : Peter will be getting with almost all of them at some point in this story.

 **90skid4life** : Yes she will be appearing soon and show some renewed interest in her old teammate.

 **Draconeis** : That has only happened in the Ultimates universe to my knowledge, I just happened to roll that into this story's history.

 **DarkJoey** : I have plans for some of the women that Peter will be sleeping with to play the whole teacher student fantasy, does that count?

 **Newavenger92** : When Avengers vs X-men goes down Peter won't be too pleased when Emma and Scott come a knocking at their school and make it obvious. X-men vs Inhumans, not sure yet since that's pretty far off at the moment.

 **Harbinger of Kaos** : Apparently the slim chance that Hope could control the Phoenix Force and her stronger loyalty to Mutant kind overruled her common sense at the time. Peter will get his own sort of X-men team and most of the members will be the kids from the sort of team he had in the Spider-man and the X-men comic he was in.

 **texaswookie** : Logan will get his love, won't be for a while but he will. Oh Peter will be questioning her taste in men with the name Peter soon.

 **LFA7s** : We'll be seeing New York City in a few chapters and how it's handling Spider-man's absence.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

It was early the next morning after almost one of the best nights that Peter's had in a long time and one of the most annoying for Bobby Drake aka Iceman that Peter, dressed and showed, stood outside his door to his class. He said almost because Kitty woke him up by accidently throwing up on him… twice…

' _Wouldn't be the first time a girl's thrown up on me'_ Peter thought with a sigh as he peeked into his classroom and saw his students were all there, waiting for him.

"Okay Spidey, you can do this. You've faced down all manner of Goblins, symbiotes, crazed hentai loving evil doctors, every animal in the animal kingdom, Juggernaut, Hawkeye's laundry, an evil Norse god possessed Thing, telling She-Hulk she needs to chill out, and already have plans to build an anti-Colossus suit after finding out the girl you slept with and was your ex until probably last night was just recently in a relationship with said metal skinned Russian" Peter said lowly to himself before taking a deep breath and entering his classroom "Hello class!"

One of the first students to notice him was Julian Keller aka Hellion, a powerful Telekinetic that had robotic hands to replace the ones he lost to Nimrod a while back when he and most of the other students were still in Utopia "Who the hell are you?"

"Uh Spider-man?" Peter said as he pointed towards the gold colored spider emblem in his torso "Isn't the spider clue enough for ya?"

"I didn't know Spider-man was a mutant…" one of the students, Glob Herman said with a confused look on his face or as confused as one can look when his skin was transparent and let everyone see his skeleton.

"I'm not a mutant, Headmaster Logan asked me to teach here and I agreed" Peter said as he made his way to the chalkboard and wrote out his name 'Professor Spider-man' along with the words Biology and Chemistry one oh one underneath it.

"Why?" Hisako Ichiki aka Armor asked with a confused frown.

"Because I'm really smart and you guys need to know science" Peter said as he turned towards the class.

"But Doctor McCoy is really smart too!" Match said.

"Yes well does he hold an official doctorates?" Peter asked with narrowed lenses.

"Do you?" Hellion questioned.

Peter's shoulders slumped "No I don't either but I have a good reason for that!"

"Is it because you're a monster like us?" Idie asked with a raised hand.

Peter and everyone else stared at the temperature controlling girl for a moment before Peter shook his head slowly "Uh no…"

"Then why haven't you got one yet?" Glob asked with suspicion.

"Because I'm too busy being amazing and saving the day" Peter said as he puffed his chest out before he cleared his throat "Okay everyone that's enough funny business, now open your books to chapter one and we'll-"

"KID GLADIATOR REQUIRES NO CLASS!" a loud but young vice roared from out in the hallway.

"What the…?" Peter said, his gold colored lenses narrowing in confusion as a teenager that looked very much the like Shi'ar's emperor Gladiator was ushered into the room by Beast.

"Spider-man, meet your new student" A tied sounding Iceman said as he patted the child on the shoulder "He'll be staying with us for a few days"

"O-kay…" Peter said with a nod as Kid Gladiator scanned the room before he scoffed.

"This is a classroom? My pets have better learning centers than this and that's before they are treated as property of Shi'ar royalty"

Peter mentally groaned as Kid Gladiator made his way to the first available seat next to Rockslide while the young prince's bodyguard, a Shi'ar by the name of Warbird who was dressed rather provocatively, stood towards the back of the class and watched everyone like a hawk ' _Oh this is just going to be fun… no really it will since I now have a kid that can bench press a school bus and an ego to match it learning in here!'_

"Have fun!" Iceman said with a snort as he quickly left before Peter could do anything to get back at him _'Heh who's laughing now Pete? Me! I am! HAHAHAHA!'_

Peter let out a small sigh before he straightened himself "Okay class open your books to chapter one-"

"Why must I learn such a useless subject!" Kid Gladiator whined as he laid on his desk before sitting up straighter and slamming his hands down on its surface, cracking it to the point it was a wonder it stayed together "Science will not help me beat my enemies into submission faster!"

Peter stared at the young Strontian for a moment before he spoke "Because knowing science will let you beat your enemies who know science which means you'll be able to beat more of your enemies"

"Really?" the young alien prince asked with excitement.

"Yep, because not only will you be beating them physically, but intellectually as well!" Peter said with a grin "Now class open your books up to chapter o-

"Question, this intellect you speak of, can I use my fists to beat it or does my intellect grow fists to beat others intellect?" Kid Gladiator questioned.

"Well with science you can probably pull that off, but you gotta learn it first" Peter said with a strained smile under his mask, his patience starting to wear thin with this teenager. He then turned his attention back to the class at large "Now please get you textbooks out and-"

"But if I'm fighting others like the Kree or Skrulls, will your primitive earth science be able to help me?" Kid Gladiator asked with a frown.

Peter's brow twitched "Well considering that earth has beaten both those races… along with yours… I would say yes it would help to learn out science. Now class please open-"

"But I can move really fast and lift a ship over my head, and am part of the Shi'ar Royal family… how would science be able to help me after that? I'm better than any of this backwater's rulers or scientists by birth alone" Kid Gladiator once again interrupted Peter.

"Yeah… I can see that" Peter said before he turned towards the rest of the class with narrowed lenses and saw that they have yet to open their textbooks "Now open those books to chapter one or I'll string you all upside down!"

Peter saw Kid Gladiator about to speak before shooting a small glob of web at his mouth, cutting off any remark he was about to say "OPEN THOSE BOOKS TO CHAPTER ONE!"

Safe to say, the children opened their books while Kid Gladiator was busy ripping the webbing off his mouth and spitting the small bit of it he swallowed by accident…

Meanwhile outside the classroom Logan, Kitty and the two inspectors sent from the Department of Education were right outside. Sadly, the inspectors were less than impressed with what they just saw.

"Really, your science teacher webs students' mouths shut for asking questions?" the female of the duo, Mrs. Marigold said with an unimpressed look before writing something down on her clipboard while her male compatriot Mr. Clud glanced at Spider-man specifically with a frown.

"Isn't he a public menace?" the man asked as he glanced towards Logan and Kitty "And his he even qualified to teach a class?"

Logan's brow twitched while Kitty covered her face with her hands, safe to say the inspection had gone south the moment these people entered the building. First, they weren't impressed that Kitty technically never graduated any college despite the fact she's been taking college level classes since she was thirteen, they thought one of their classes was simply standing still when in reality it was Psychic defense class headed by Rachel Grey and then there was Mutant Literature run by Husk who had to resort to yelling to get her class to pay attention.

' _And now my new sort of boyfriend is webbing alien prince's mouths shut and threatening to hang the rest of his class upside down by his webbing'_ Kitty thought as she followed after Logan who was contemplating killing the inspectors, have either Hank or Peer clone them and send them back with a positive review with how bad this tour was going.

Sadly, it was only going to get worse as they day went by as they headed to see Rogue's gym class…

…

"…And I expect to see your short essays on the various fields of science that biology can be used in completed and on my desk first thing tomorrow morning" Peter said as he closed his book while his students packed up to head for their next class "And no using the internet to look up answers, trust me I'll know!"

"How?" Glob asked with a frown.

Peter turned towards the boy with narrowed lenses "Simple, the spiders roaming around this place will tell me and if you are using the internet then I'm going o have you write the entire first three chapters we went over today in cursive before writing on why you had to do so and why you shouldn't take the easy way out on an assignment"

"Oh…" Glob said before he shouldered his bag and followed the rest out while muttering a low "Dang it…"

Peter snorted at the teen's remark as he prepared to go see how the tour that Logan and Kitty were giving the inspectors when he heard a small voice.

"Uh excuse me mister Spider-man sir?"

Peter's interest was piqued as he glanced down to see the sole Brood attending the school looking up at him with a curious expression "Uh yes?"

"Does it just have to be earth based fields that require knowledge in biology or can we include alien as well" the young book worm asked with a curious look.

"If you want, you can include any Shi'ar, Kree or even Brood fields of science that require biology that you want little guy" Peter said as he pat the small Brood on the head "Now off to your next class"

The Brood nodded before he shuffled towards the door for his next class while Peter pushed himself off his desk and made for the door before the entryway was blocked by the Shi'ar bodyguard Warbird who gave Peter a narrowed gaze.

Peter paled at the sight of her or more accurately the large swords hanging on her waist "Um…"

"You silenced my prince" she said as she folded her arms across her chest "And did so without any hesitation or fear of retribution from me or him or worse the might of my emperor. As if the very thought isn't worth a drop of fear for you"

"Well, hehehe…" Peter chuckled nervously as he felt himself beginning to sweat at the realization that he did in a sense attack royalty, the son of a very powerful emperor to be precise "I may have been a tad bit overzealous-"

"My room, tonight. Bring the webs" she said before turning on her heel and marching away after her lord to keep him from possibly attacking any of the other students here.

Peter watched her go with a confused expression "Wait what?"

Peter watched the deadly but beautiful alien woman walk away before he sighed and just figured she was kidding.

' _I mean it's not like she actually expects me to show up in her room tonight… right?'_ Peter thought before he saw Bobby walk his way and he scowled at the cryokinetic "Oi, Drake!"

Iceman stopped and saw Peter before he did a complete one eighty and began to run the other way. Peter saw this and gave chase "You think it was funny giving me that kid? Let's see if it's so funny when I hang you upside down from one of the schools floating towers upside down!"

"Yo Spidey, you need to chill!" Iceman said as he rushed around a corner and narrowly avoided Frenzy and Chamber.

"And for the last time Drake ice puns aren't funny after hearing them for over a decade!" Peter said as he resorted to swinging after Bobby who fell back to using an ice slide to keep ahead of the spider powered man "Firestar isn't here to save ya now frosty!"

"Funny, I was thinking the same thing web head!" Iceman responded as he leaned into the air and formed several snowballs and threw them towards Peter who dodged them in midair before firing off several web bullets towards the ice powered man.

Meanwhile Toad was watching the two's semi fight before glancing at his mop "I'm gonna need a bigger mop…"

…

Two hours and one epic beat down that Peter won, don't believe what Bobby says, Peter found himself in the school's cafeteria with Rachel for company.

Safe to say, Peter regretted asking her if she'd like to have Kid Gladiator in her class.

"No, because all I ever hear running through his head aside from complaints with how primitive and barbaric our planet is, is who he's going to fight and why his father sent him here when the learning facilities in the Shi'ar empire are far better and worthy of his esteemed glory" Rachel said with a huff as she ate her salad.

"Oh… well then what about Gambit, will he take the kid?" Peter asked as he placed his sandwich down "Come on, there's only so much of him saying how he's going to take every kind of human science there is and beat it into submission and accept him as it's overlord I can take!"

"I'm surprised you don't like him. You both love to talk from what I hear" Rachel said with a dry look at Peter.

"Hey, my almost unending commentary is waaaay better than the shades wearing prince's remarks on how he'll lead the Shi'ar to glory… also I beat Iceman today in a fight" Peter said the last part as he swore he saw Bobby walk by the doorway in the hall outside.

"O-kay…?" Rachel said with a confused look "Didn't know or care but nice to know I suppose…"

"Yeah, sure he had me pinned to the wall by a wall of ice but the fight didn't end there, no sir. In fact, the moment he did that he let his guard down and I was able to dig deep into myself and pull of a near unrivaled bout of strength and totally broke free and kicked his subzero but into the nearest locker!" Peter said with pride.

Rachel stared at Peter for several long moments before she nodded "Sure… I'll believe that…"

"Is it really that hard to believe that I beat him?" Peter asked with a skeptical frown.

"You against him, yes" Rachel said before she held her hands up "But hey like I said, I believe you… now shut up and let me eat my salad in peace"

"You mean the one that cute little Bamf took?" Peter asked as he pointed towards a Bamf that was trying to sneak away after grabbing Rachel's salad with it's tail without her knowing.

Rachel turned and glared at the little teleporting gremlin with glowing eyes "Oh hell no!"

The BAMF made a sound of fear as it began to run away while Rachel chased it down with a sword made of psionic energy. Peter watched her go for a moment with a frown as a thought came to him.

"Why didn't she just hold it still with her telekinesis or just grab her salad with it? Why is she chasing it down?"

Suddenly Doop, an odd floating green being that Peter thought looked like that ghost from Ghostbusters floated by with a tired look on it's face and spoke in a language that no one knew yet somehow understood.

" **?! %# $%#$!% %$ (^ & ^^*$#%" **

Peter glanced at Doop with an uncertain expression "You sure? I mean she doesn't seem the type you know?"

Doop nodded as it added **" #!$#*$^%… / #$% &**%)&"**

"Oh… okay" Peter said with a shrug before he went back to eating his sandwich as other students piled in to eat as well before Peter head Kid Gladiator's voice through the crowd.

"I demand one of you backwater earth dogs to assemble me a meal or risk my wrath!"

"I'm demanding a raise from Logan when he gets around to actually paying me after this" Peter said as he pinched the ridge of his nose with one hand whole he suddenly reached out and grabbed a Bamf that suddenly teleported beside him with Rachel's salad and ripped it out of the grumbling little blue gremlin's hands before replacing it with a chocolate muffin "Here, share this with your brethren or fight over it, I don't care anymore"

The Bamf began to make incoherent but happy sounds as it suddenly 'BAMF'd away leaving Peter to place Rachel's salad back on the table as she re-entered the room drenched in water.

"What happen to you?" Peter questioned to her soaked form.

" **DON'T. ASK!"** Rachel said with a dark snarl that rivaled Jean Grey as the Dark Phoenix.

"Yes ma'am!" Peter paled as he went back to eating his sandwich.

Yeah, he was definitely going to be demanding a paycheck after this including a rais-

Suddenly the entire room shook as if the entire place was about to come down, causing several students to shriek in fear and for Peter and Rachel to be immediately on their feet, ready to move if need be before the violent shaking stopped as suddenly as it came.

"Uh, what was that?" Rachel said with some worry in her voice.

"Someone telling the Hulk that they accidently deleted his recordings of the Loony Tones shows again and we're feeling the aftershocks all the way out here…" Peter said as his spider-sense was blaring like crazy "Or…"

"Or what?" Rachel asked with worry as she could sense a large amount of fear coming off Spider-man.

Peter glanced at her, his lenses wide as he spoke in a terrified tone "Or… Jean Grey's spirit has returned and is about to pull a Poltergeist on us and pull this entire school into some weird vortex!"

Rachel's fear dropped as she stared dryly at Peter for several moments "Really?"

Peter shrugged at her expression "Hey it's either that or Jameson has finally acknowledged that I'm a hero and will never bash me again and the universe is ending because of it"

It was then that the building shook even more, this tremor even stronger than the last and caused Peters spider-sense to flare to levels that only beings like a rampaging Hulk or Juggernaut could pull off.

"Alright everyone, outside now!" Rachel said as she directed several students towards the exit while Peter saw several large cracks in the ceiling forming before he shot off multiple web bullets at them that expanded upon impact to keep it stable and secure.

"There, no need for something to bring the house down just yet" Peter said with a nod.

"Spider-man, move it!" Rachel yelled as she and the students made their way to the school's entrance.

"All right already" Peter said as he made to grab his sandwich before a Bamf appeared, grabbed it, laughed and then BAMF'd away "…Damn it"

He quickly followed the students out towards the entrance and on the way, he saw Rogue approaching them with a small scowl on her face, her hair was also a little roughed up.

"What's going on!" she demanded with narrowed eyes.

"Jean Grey's ghost is about to pull a Poltergeist on us" Peter said with a shrug.

Rogue gave Peter a confused look "Like she's going to absorb us into some vortex or creepy clowns?"

"With our combined luck, both" Peter said with a shrug.

Rogue sighed at this "This keeps getting better end better by the day…"

"And it's only the first one!" Peter said as he patted her on the shoulder "Wait is it okay to pat you on the shoulder?"

"Yes" Rogue said as she brushed his hand off and followed the others outside.

"Okay just checking because I really don't feel like having another spider powered person here with all of my experiences running around here… makes me feel less special" Peter said.

It didn't take long for the students to assemble at the school's entrance and were greeted the sight of the school grounds looking like the Hulk, Sentry, Blue Marvel, Thor, Silver Surfer and Wonder Man had a throw down in them.

"So who had 'less than one day' in the 'how long before the whole school gets demolished' pool?" Rockslide asked as they glanced around at the up even school grounds or what was left of them.

"I'm thinking maybe Cyclops wasn't so bad after all" Anole said with worry.

Peter glanced around at the devastation before he let out a hum "You know not to brag or anything, but I've seen worse"

"You consider that bragging sugah?" Rogue said with a raised brow towards the man.

"When you're on two different Avengers teams and the Future Foundation, you see a lot of stuff getting destroyed" Peter said as he kicked a small pebble away only to yelp as a large chunk of serrated earth erupted from the ground and flew towards him "AH THIS PLACE REALLY IS TRYING TO KILL ME!"

Rogue was suddenly in front of the oncoming projectile and reared her fist back before slamming it into the chunk of rock, shattering it with a single blow. The southern bell would have smirked at her accomplishment had several fist shaped earth pillars not suddenly emerged from the ground and slammed into her face, knocking her back into Peter's arms with a surprised expression.

"What the hell?" she said in shock as Peter heled her stand back up.

"Wait, did the ground just hit you?" Rockslide asked with a frown "Since when could it do that?!"

"Wow… even the earth hates and wants to kill us for what we are" Idie said with a saddened expression.

Peter placed his hand on her shoulder and gave it a comforting squeeze "Now, now Idie the planet hates and kills everyone equally"

Kid Gladiator who had emerged from the school with bits of dust on his shoulders glanced around with a hardened expression while he adjusted his red shades while Warbird stood behind him, her hands on her blades handles "Then Kid Gladiator shall kill this planet first and prove it's no match for the might of Shi'ar royalty!"

Rogue leaned in towards Peter and whispered "Is it horrible to have wished the ground ate him already?"

"He giving you trouble to?" Peter smirked.

"He took my game of dodge ball in gym class today way to seriously" Rogue muttered with a sigh.

It was than the lone Brood student glanced off into the distance with a frown "Something's coming"

That something was Iceman 'iced up' with Logan holding on to him as they used one of Bobby's famous lice slides to make their way towards them.

"Nobody hit the rocks! Trust me! They hit back!" Iceman shouted.

"Oh, now you tell us!" Peter said with a scowl that Rogue mirrored as she too would have liked to have known that beforehand while Logan glanced at the students with concern.

"Is everybody all right?"

"The kids are scared but everyone's okay. What was it, an earthquake?" Rachel asked.

Logan scanned the area with a scowl before looking towards the red headed telepath "Rachel, I want you in the heads of every student and staff member. If they're unconscious, wake them up. This was no earthquake, we're under attack!"

"And it's not even sixth period yet" Peter said with a sigh before his spider-sense went off again "Oh great now what?"

Peter was answered by several mortar rounds approaching the group before they exploded and release numerous small little figures that upon contact with the air began to rapidly grown until they reached over seven feet tall and landed a dozen or so meters away from the group.

"Oh you gotta be kidding me!" Peter said as he stared at what just arrived.

A small platoon of what looked like Frankenstein… all armed with flamethrowers!

Peter glanced at Logan with a blank expression as he placed a hand on the man's shoulder.

"Logan if we die here… pray that we're sent to a different afterlife because I'm going to sooo kick your hairy Adamantium butt back to life if we aren't!"

So much for a good first day at school…

…

* * *

And done.

Next chapter, some of the students think Peter may be a closet sociopath and the Jean Grey School fights back!


	3. Chapter 3

Answers to reviewers' questions or statements:

 **Adtr509** : That's one of the things I'm going to be changing about that arc, here Sable will live.

 **MCRasengan** : A few time displaced versions of her will show up, does that count?

 **Jason Hunter** : Not really a Gwen Pool fan, mainly because it's Gwen and I dislike her character and just about every version of her because I just can't stand her for some reason.

 **Hero of the Multiverse** : We'll find out this chapter.

 **treyalexander63917** : No he wasn't serious, but his students don't know that… also to a point some of the tech he will be building will be more advance then what he made at Horizon Labs because here he'll also have access to Shi-ar tech.

 **Marveldcfan** : Oh there will be.

 **Draconeis** : Is Gifted like an X-men show?

 **Batman1998** : No he was just joking, he doesn't have any other powers outside his standard ones… for now.

 **masoliki1** : Yeah Peter will be there for battle of the Atom.

 **Movienerd74** : Uh Danger has no relation to Magento, like at all.

 **LL** : It's both now combined into one massive bad luck. That will come up at some point. The license agreement for Marvel's characters appearing on shows is complicated at the moment because back in the day Marvel sold the rights to keep itself from going bankrupt.

 **Fenrir44** : Sounds interesting.

 **SaiyatonianSage** : She's a rather blunt person and in the comics she even admitted she's likely here more to keep Kid Gladiator from hurting anyone then anyone hurting him. And if you think what she said to Peter was blunt, she once asked if Iceman would be willing to have sex with her in the middle of a fight against a horde of Brood inside Kitty at the time. For now it can be said that it's the X-men's luck but good old Parker Luck is just around the corner!

 **Jason Hunter** : Not a fan Gwen Pool and also why does Peter have to be Red Arrow in the Arrowverse and related to Queen, they already have a character like that called Red Arrow.

 **Rider Paladin** : Captain America would be willing to actually talk things out, the tragedy is by that point Cyclops is beyond talking things out. The thinking he's a sociopath will be a sort of misunderstanding on their part as we'll see.

 **Hivedragon** : Honestly, out of all of Peter's relationships on the Ultimate's universe, I liked the one with Kitty the most. That was like the first ever relationship he had with a woman with actual powers and was a good guy and what do they do, trade her back in for Mary Jane… Why can't Marvel just give the guy a woman that doesn't always require saving, I mean yeah they seem to be sort of doing it now with Bobbi but something tells me that won't last long, even if she is a blonde.

 **Harbinger of Kaos** : That about sums up what sex will be like with both women. Rachel it'll be rough, Kitty sweet and passionate, while with Warbird… even Deadpool's exploits can't compare to some of the stuff that those two will be up to.

 **Guest** : We'll be seeing a lemon between Kitty and Peter very soon… and Warbird and his relationship with Rachel, Rogue and others will be expanded on.

Disclaimer: I don't own any Marvel character seen, mentioned or used.

* * *

Kitty couldn't help but groan in slight pain as she rose up to her knees and rubbed a small part of her head that was throbbing from a stray piece of debris that hit her before she could make herself intangible. It was luck that it didn't do more than gave her a simple bruise.

' _Small miracles I suppose'_ Kitty thought as she stood up only to stumble slightly on the uneven terrain. She glanced down at her feet and scowled at the state of her heels or what was left of them before she kicked them off with a huff "Dammit, and their new too!"

She was suddenly distracted by the coughing sounds of Mrs. Marigold and quickly rushed over to the older woman who was busy picking herself up, her white coat marred by dust, mud and dirt. Her companion Mr. Clud seemed to be in a slightly better state though his shirt was a bit torn in some places.

"Mrs. Marigol! Mr. Clud!" Kitty said as she moved to help Marigold stand "Are you both alright?"

Marigold seemed a bit disoriented from the recent earthquake or whatever it was as she tried to steady herself on her feet "This… This school is trying to murder us!"

"Dear god, get us out of here!" Mr. Clud said as he was on the verge of a panic attack if not already experiencing one now.

' _Yeah, I don't think this is gonna help our image much…'_ Kitty thought with a sigh as she gestured for the two to follow her "Don't worry, if you just follow me-"

"I don't… I suddenly don't feel so good…" Mrs. Marigold said as her face contorted in slight pain and look as if she were going to vomit.

Mr. Clud cradled his head in pain and moaned out "Oh my god, what now…?"

Suddenly Mr. Clud's skin and face began to contort and grow green as he began to grow as did Mrs. Marigold who began to enlarge as her body began to grow white fur and take on a more bestial appearance. Kitty watched with a gaping expression as Marigold turned into what looked like Wendigo while Clud morphed into an exact replica of Sauron.

"Boy… this just keeps getting better and better, don't it?" Kitty said with wide eyes filled with dread and some fear at the now transformed duo.

The now transformed Clud and Marigold turned towards Kitty and both growled at her before they lunged. Kitty yelped as she phased through a swipe from Marigold and began to race away from the two as they gave chase.

' _ **Uh Rachel, we have a problem here!'**_ Kitty mentally said.

' _ **Oh what now!?'**_ Rachel groaned.

' _ **The Inspectors have been turned into copies of Sauron and Wendigo!'**_ Kitty responded as she raced to stay ahead of the transformed duo.

'… **Well shit…'** Rachel replied as she went silent for a moment _**'Just keep them from getting near the kids'**_

' _ **Trust me, that shouldn't be too much of a problem since they seem pretty adamant about wanting to eat me!'**_ Kitty said as she kept her upper torso intangible so that Mr. Clud and Mrs. Marigold's attackers phased through her.

…

"So Frankenstein monsters with flamethrowers. Okay, you got me. That's a new one" Iceman said as he formed a wall of ice to block against several blasts of fire being shot from the slowly advancing undead monster soldiers while Logan unsheathed his claws and was slicing limbs and heads off every Frankenstein that got within range of his fury.

Rachel had formed a psionic sword was busy slicing the nozzle off a Frankenstein's flame throw before sending a telekinetic blast into it's head, causing it to explode before she sent the headless body flying into several other Frankenstein's while she tried to break into the minds of several others and try to drop them before they can cause anymore harm then they were already inflicting.

"Dammit, how many of these damn things are there?!" Rogue yelled in frustration as she smacked one Frankenstein away only to get back handed by another that snuck up behind her. Rogue grunted more in discomfort then pain as she kicked the leg out of the flamethrower wielding monster before she hefted it up in one hand and slammed it into the ground and crushed its body, causing the fuel tank for it's weapon to explode and shredded her shirt.

Rogue growled in annoyance as she looked down at her tattered shirt before she kicked the charred head into another approaching Frankenstein "Do you assholes know how long I had this shirt? It was my favorite!"

She then launched herself at the undead soldiers with a terrifying roar cry and began to tear the zombie like creatures apart with her bare hands.

Rachel sliced another Frankenstein in half before she glanced at the school's headmaster with concern "Logan, we have to get to the kids, they have to be scared out of their minds by now!"

Logan grunted as he sliced the head off another Frankenstein "Don't worry, Webs is with them! If anyone can keep those kids safe aside from us, it's him!"

"If you say so" Rachel said in an unconvinced tone as she sent another telekinetic blast towards a group of Frankenstein's that were moving to surround her, Logan and Bobby.

"Trust me, he won't let anything happen to those kids" the longtime X-men and Avenger said as he jammed his claws into another Frankenstein's face.

…

"KID GLADIATOR GET YOUR SPIKY HAIRED BUTT OVER HERE NOW!" Peter yelled as he body slammed another Frankenstein into the ground as he tried to reach the Shi'ar prince.

Kid Gladiator was smashing Frankenstein soldiers left and right with a look of pure glee on his face "WHOOOOOOOO-HOOOOOO! Now this is my idea of a school, eh Warbird?"

His trusty bodyguard was beside him, trying to clear a path for her and her charge towards the slowly approaching Spider-man and the rest of the students.

"I don't believe this was meant to be part of the curriculum my lord" she said dryly before her attention was drawn to Spider-man leaping over a dual flamethrower wielding Frankenstein and giving it a powerful kick to the head that caused it to stumble back before it was kicked down by Spider-man's feet connecting to it's chest in a powerful blow.

' _By the gods… I wonder if this ferocity is present in other places as well…_ ' Warbird thought with a hungry grin as she watched Spider-man knock aside the last Frankenstein between him, her and Kid Gladiator.

Peter marched over to Kid Gladiator who had just slammed his fist into a Frankenstein he was fighting and grabbed the young prince's ear, taking him by surprise and causing him to yelp as Peter yanked on it, hard.

"GAH!"

"Young man, I told you to stay with the others!" Peter scowled at the boy.

"You do not command Shi'ar royalty!" the young prince said as he pulled himself free of Spider-man's grip and rubbed his ear sullenly.

"Kid, you could be Galactus or even Dormammu's brat with the power to match both combined and I'll still expect you to listen to what I say. Now get back to the others or so help me I'll make sure you have detention for the rest of your stay here, do you understand?!"

Kid Gladiator glared at the man before he gave a huff and marched past Spider-man towards the rest of the students while Peter turned his attention towards Warbird who was giving him an odd look.

"What?" Peter said with a confused expression before he tenses as the Shi'ar raised her sword and threw it past his shoulder, the handle stopping just inches from his face as he made out the distinct sound of flesh being cut open.

Peter slowly glanced over his shoulder to see the chest of a Frankenstein with Warbird's sword imbedded in its chest before it fell back and slammed into the ground with a heavy thud.

"Oh…" Peter said before he glanced at Warbird as she went to retrieve her sword "Uh thank you"

"It will do me no good if you are to perish before satisfying my needs" Warbird said as she trailed after her charge, slicing off the heads of several Frankenstein's heads as she went.

Peter watched her good for a second before he sighed as he raised his hand without looking and shot several approaching Frankenstein's in the head before following after her _'Wonder how I'm going to explain to Kitty that a super deadly Shi'ar bodyguard wants to sleep with me…'_

It was then that Peter saw several Frankenstein's surround him with their flamethrowers at the ready and his lenses narrowed as he moved like a blur around the firing zombie soldiers. It was then that he heard Rachel's voice in his head.

' _ **Spider-man!'**_

' _ **Uh yeah?'**_ Peter asked as he vaulted over several Frankenstein's and shot several web bullets at their legs and arms, restraining them and allowing Peter to race back towards the rest of the kids who were holding off a few Frankenstein's that got passed him.

' _ **What's the situation on your end?'**_ Rachel asked the man as she simultaneously crushed the minds of several Frankenstein's before her.

' _ **Uh not looking too good'**_ Peter said with worry as he saw more and more of these Frankenstein monsters approaching him and the kids _**'Why?'**_

' _ **Peter I'm smashing minds left and right but there's too many! We can't hold!'**_ Rachel said as her mental voice began to panic.

' _ **Well what do we do then?'**_ Peter said with worry as he landed between the kids and the first wave of the Frankenstein's and began to shoot a barrage of web bullets at the approaching monsters before he quickly reloaded his web shooters with a series of blurred movements and continued to fire on them, hoping to hold them back.

' _ **Logan wants you and Bobby to get the kids and go!'**_ Rachel said _**'Cut a path through and get them out of here now!'**_

' _ **Uh I'm trying to but I'm running low on web fluid!'**_ Peter said before suddenly the capsule that holds his web fluid in his left web shooter suddenly exploded, having unknowingly been damaged by Peter when he rushed to reload it _**'Oh great…'**_

' _ **Peter, you have more than webs to fight with!'**_ Rachel said with annoyance _ **'Last time I checked you have the propionate strength of a spider, for once in your life stop being nice and actually use it!'**_

Peter was about to respond before he heard one of the girls' shriek in sheer terror as a Frankenstein show of a blast of fire towards her, just narrowly missing her by inches.

Peter's eyes narrowed at this as rage and adrenaline rushed through his veins like a tidal wave that only ever wearing Venom could ever cause him to feel _**'Oh trust me Rachel, I will…'**_

He crouched down, his leg muscles at the ready before he launched himself at the horde of Frankenstein and turned his body in midair so that his feet would connect with the front of the first Frankenstein. The impact crated a small shockwave that tore the upper body of the undead soldier off and sent it flying into another while Peter leaped off the still standing lower body of the Frankenstein and landed on the upper chest of the nearest Frankenstein soldier and slammed his hands together with it's head in the middle, the result was a shower of its brains and skull fragments splashing over his mask.

The students watching this couldn't help but gape as Peter began to systematically tear the Frankenstein's apart with his bare hands.

"Whoa…" Rockslide gaped at the sight of Spider-man grabbing the fist of one Frankenstein and without any hesitation on his part, tear it's arm off and slamming the severed limb back into its face several times before throwing it at another with a yell.

"Man, he's just tearing those guys apart like there's no tomorrow…" Blob said with wide eyes before he let out a whoop and held both thumbs up at the spectacle "Awesome!"

"He seemed so nice in class today" Idie said with confusion at seeing her teacher's rather bright and sunny personality take such a dark turn at the drop of a hat.

Hellion nodded in agreement "Yeah, he's nice one minute and the next he's going all I'm gonna hang you upside down or going super serial killer on these guys. Granted their trying to burn us but this is like a complete one eighty of what I've seen and heard of him from some of the teachers here and back on Utopia"

"Plus, I think he's beginning to enjoy this" Brood said as they watched Spider-man yank a flamethrower out of a Frankenstein's hands before using it on the undead solider and turning the weapon on the rest as well "I believe he's suffering from a mental illness that I believe you mammalians refer to as Bipolar"

It was then that Match spoke in a slightly unsure voice "Come on guys, just because Spider-man is ripping these things apart in ways that would make Professor Logan's cutting them looks tame in comparison doesn't mean he's-"

"WHOOOO! YEAH COME AND GET IT YOU AMC DROP OUTS! PROFESSOR SPIDEY'S CLASS OF ASSKICKING IS NOW IN SESSION!" Spider-man yelled as he shot several web lines at a few Frankenstein soldiers and began to whip them into the other groups of Frankenstein's like wrecking balls almost and into the ground which was starting to try and attack Spider-man as he weaved his way through the undead soldiers "WHAT YOU THOUGHT YOU CAN COME INTO MY SCHOOL EVEN THOUGH IT'S TECHNICALLY LOGAN'S AND TRY TO BURN US? JUST FOR THAT, I'M GONNA SCHOOL ALL OF YALL!"

It was official the students decided as they watched their science teacher Spider-man rip another Frankenstein in half before using its upper torso as a makeshift weapon while he seemed to be laughing with glee… the man was a certified sociopath.

"Heh, someone get Deadpool on the phone and tell him he's been made obsolete" Rockslide chuckled as he watched Spider-man seemingly charge through the Frankenstein horde on his own while not too far away Iceman, Wolverine and Rachel handled the rest of the attacking army and the seemingly shifting ground that seemed to be coming more and more alive by the minute.

…

"Don't eat me, don't eat me, don't eat me…" Kitty said as she reached passed numerous Frankenstein's that were trying to light her on fire while the rampaging Wendigo and Sauron chased after all, knocking the flamethrower wielding monster's aside as they tried to catch Kitty.

One of the Frankenstein's saw her and raised it's flamethrower in attempt to shoot Kitty before she phased through it and kicked the back of one of it's knees out, causing it to stumble to one knee and shoot off it's flamethrower at the approaching forms of Mr. Clud and Mrs. Marigold and forcing them to break off or risk being burned. Kitty used that moment to grab the Frankenstein by the head and twist it's head to the side, creating a loud cracking sound that caused the monster's body to go limp before she turned and continued running to where she last saw Logan and the others.

' _Hope Peter's okay… last thing I need today on top of our new school getting attacked is finding out that my new boyfriend has been either crushed or lit on fire by a bunch of monsters out of some old ass movie!'_ Kitty thought with annoyance as she phased her body just as Wendigo made a lunge at her only to pass through and slam into the ground, allowing Kitty to vault over it, not an easy thing to do in a skirt, before she resumed sprinting through the warzone like school grounds.

The longtime X-woman was just passing under an archway when suddenly Rogue landed between Kitty and the monster changed education inspectors, her clothes and hair tattered and burned.

"Rogue!" Kitty shouted in concern.

"I'll be fine, Rachel said you might need some help with these two" Rogue said with narrowed eyes as the Wendigo and Sauron neared before she ducked under a hairy arm swipe from the monstrous from of Marigold and rammed her fist into the beast's gut "That's for saying dodgeball wasn't a good enough physical activity for Gym class!"

The Wendigo collapsed to the ground gasping for air while Rogue gabbed the beak of Sauron and held the pterodactyl like man back for a moment with gritted teeth before she raised the man and slammed him into the Wendigo as it started to get back up "And that was for saying I don't dress appropriately for a gym class teacher. Leather hiking boots, short shorts and a tank top is perfect for exercising you stuck up geezer!"

"Well…" Kitty said with a cough before Rogue cut her off with a glare.

"Well what?" Rogue demanded as she folded her arms across her nearly exposed breasts.

"Well you may have been showing a little too much cleavage" Kitty said sheepishly.

Rogue's brow quirked at that "Why were you staring at my chest?"

"Well… uh, they were too!" itty said with a cough.

Rogue stared dryly at her friend before she sighed and was about to comment on Kitty having to but her dinner first when suddenly the ground shifted underneath them, causing Rogue to fall on top of Kitty who squeaked in surprise as they tumbled to the ground.

"Ow…" Rogue said as her head connected with Kitty's.

Kitty groaned in slight pain from the impact before she felt Rogue's large and more firm breast pressed against her own and one of her legs happened to be rubbing up against the southern woman's thigh, causing her skirt to be tucked up as a result, exposing more of her legs that Peter has said on several occasions were spectacular "Uh Rogue, as much as I enjoy being pressed up against you in a manner that would leave any man drooling, can you please get off!"

"Sorry" Rogue said as she made to stand up before the recovered Wendigo grabbed her by her hair and yanked her off Kitty and slammed her into the ground.

Kitty's eyes narrowed at this as she prepared to attack the white-haired flesh eating spirit looking monster before Lockheed suddenly appeared with a growl and sent a blast of fire towards the monster. The Wendigo growled in pain and was about to respond before Rogue grabbed it by the foot and slammed her other fist into it's ankle, causing it to roar in pain before Rogue shot up and kneed it in the back of the head while Lockheed slammed his tail into Marigold's face.

Kitty winced at the sight of several teeth flying out of her fang filled mouth "Really hope she doesn't remember this if we somehow manage to turn her back into a regular old grouchy human"

"You mean she's human, I thought this was her natural form" Rogue scoffed before she saw several Frankenstein surrounding her and Kitty before she growled "Okay seriously how many of these damned things are there?"

"A Battalion's worth maybe?" Kitty said as she and Rogue stood back to back while Lockheed hovered above them and let out a growl while nearby Sauron began to get back up and glare at the Mutant beauties.

…

Peter let out a gasp of air as he stood before his students, his breathing heavy and his body covered in Frankenstein gore and scorch marks. Peter lifted his mask up before spitting a small glob of blood out before glancing at the wide eye students and gave them a weak smile that looked far from reassuring given his appearance.

"Heh, talk about a crazy first day of school huh?" Peter said as he pulled his mask down and glanced at the group of Mutant children.

Rockslide glanced back at the carnage that Peter had unleashed and gave him an approving whistle "Daaaaamn… looks like I'm doing that essay tonight after all"

"Me too" Glob nodded feverously in agreement along with several other students that were either not going to do the essay or procrastinate until the bitter end and hand in a half ass paper.

"I already have written mine" Brood said as he pulled a six-page essay from his backpack and held it up towards the gore covered man "Apologies Professor, but I may have gotten a tad bit carried away in also explaining how similar Kree and Shi'ar biological theories and equations match that of the long-secluded Builders race and how they can help humanity expand it's own knowledge"

"That's fine" Peter gave the young Brood a nod before suddenly a large column of earth erupted from the ground and slammed into Peter's torso, knocking the wind out of him and sending him flying into the school with a loud boom.

Idie glanced at the hole that Spider-man made with a frown as the earth column collapsed behind her "Is he dead?"

"I'm more worried about us than the guy that kept going on and on about how he once beat the Juggernaut at the moment" Hellion said as he pointed towards the approaching horde of Frankenstein's with a nervous look.

Warbird saw them and cracked her neck as she began to approach the horde with her swords at the ready and a scowl on her face before she let out a war cry and leaped at the undead soldiers.

"No fair… she gets to have all the fun" Kid Gladiator pouted before he and the other students' attention was drawn to Rogue suddenly smashing through a wall a few dozen meters away, engaged in a brutal fight with both Wendigo and Sauron.

Kid Gladiator smirked at this and began to approach the fight while cracking his knuckles. Idie saw this and frowned "Uh where are you going?"

"To uh… help the teacher is all" Kid Gladiator said with a grin before he launched himself at the trio with a yell.

"Should we help?" one of the students, Mercury, asked with a worried look as she saw several Frankensteins approaching them.

"Might as well considering they want us all dead" Rockslide said with a sigh as he removed his tie and slipped it into his pocket before making his way towards the advancing Frankenstein horde "Besides, tearing these guys apart might give me an idea on what to write my Biology essay on for Professor Spier-man's class!"

"Eh I'm game" Hellion said as he followed after the rock skinned teen along with Glob, Match, Mercury and soon other students, leaving Idie and the Brood standing there before looking over to see Rogue was now being restrained by a large hand made of stone that came out of the ground while Kid Gladiator fought both the Wendigo and Sauron on his own.

"I guess we should help him" Idie said as she glanced down at the small brood.

"Yes indeed!" the small Brood nodded as he raced towards the Shi'ar prince with the mutant girl right behind him.

As the two aided Kid Gladiator in fighting the monster turned forms of Mr. Clud and Mrs. Marigold, Kitty emerged from the hole that was made by Rogue's fight in tattered cloths and covered in dust. She let out a horse cough as Lockheed flew around her before she looked around at the ever-changing grounds of the school with a sigh.

"I wonder of it's too late to go back to Utopia… I'm sure I can convince Cyclops to let Peter stay"

Suddenly Doop flew by covered in burns from all the fighting while carrying a small machine gun that shot irradiated bumblebees and spoke in a dry tone as he reloaded his weapon **"( &%*#^) !#$%^#&*… &*(#)$%^ !#$# ... ?*^&%$#! $$%#"**

Kitty stared at the floating green being for a moment before she nodded in resignation as she began to make her way towards the small war that's erupted between her students and a army of flamethrower wielding Frankenstein's "Can't argue with that…"

…

* * *

And done.

Next chapter, the first day of school comes to an end…


	4. Chapter 4

Answers to reviewer's questions or statements:

 **Spawn Hades** : Yeah Peter and Warbird's relationship will be intense to say the least. Never got why Peter picked MJ over Silver in the end, far as I can see she wouldn't make him choose her or being Spider-man, she seems to be cool with how he is. Plus he won't have to worry about as much, I mean if Peter's ID came to light and he was in a relationship at the time with Silver, the real question should be, how quickly will Peter's Rogue Gallery clear up when they make a move against her? Girl is pretty much a silver version of Black Widow, but with a country!

 **OmniPlanckInstant** : I hate how overrated she is, I mean until Spider-Gwen, what did the girl have to offer that set her apart from the other women in Peters life? Plus, that whole thing with Norman, yeah that's just no on so many levels. It's like of Mary Jane cheated on Peter with Dock Ock, that's just messed up to the highest degree.

 **MCRasengan** : I have a chapter in the future that will be Peter and Doop hanging out a lot and will sometimes join in on Peter's bro adventures with either Logan, Deadpool, Bobby, Johnny or all of them.

 **treyalexander63917** : I have a few things that will trump Spider-man with a flamethrower.

 **duskrider** : Yeah if Spider-man ever decided to go the route of the Punisher… his intelligence combined with his powers unrestrained… I'd rather face the Injustice Superman, at least him you know you can actually stop. They made a What If comic a while back that showed Spider-man adopting a personality similar to Wolverine's. Guy was able to kick the Black Widow's ass with literally one arm. Yeah seeing a bunch of children nearly getting lit on fire but a bunch of undead monsters would work in bringing out Peter's more animalistic side when he doesn't have Venom to do it for him, think 'Berserker Wolverine' but arguably worse.

 **DannyPhantom619** : I think Laura is still at avengers Academy at this time, but that may change soon…

 **Mythfan** : I have a few things in mind.

 **LL** : I think he would mess around with it, the gut was willing to push his luck with the freakin Void of all beings and declared war on Asgard, his sanity's buried by that point.

 **Erofox** : Why no love for Strom? Is it because of the whole turning on T'Challa and then taking part in a war against the Inhumans without even bothering to let Medusa know that if the Terrigean cloud stays, Mutant Kind is screwed?

 **Harbinger of Kaos** : Not sure if I'll be making Iceman gay or at least have him come to terms with it earlier than in the comics. Might hint it or something like Peter catches him checking a guy out and questions him on it or something. Doop's dialogue isn't really mean to be understood, sort of like Groot.

 **Guest** : At this point, Rogue's powers allow her to touch people. The super strength is pretty normal for Rogue, a while back she absorbed so much of Ms. Marvel's powers that she kept a few of them like flight and super strength.

 **Justafan** : Rogue here is based off the comics, the movie version will never, ever be touched! We'll be seeing who caused this this chapter.

 **Gamerslegacy** : We'll be seeing things like that in this story, as for there being a Jean Grey in this story's sort of harem, in a manner of speaking.

 **DrOdd** : There will be a few original parts in this and canon events that were slightly or greatly altered because of Peter now working at the Jean Grey school than Horizon Labs.

 **Saiyatonian Sage** : Depends on the women I suppose in wheatear Peter's more 'animalistic side' will come out.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

Peter groaned in pain as he stared up at the cracked ceiling of one of the many rooms in the Jean Grey School after he was smacked into it by a column of earth.

"Okay… that really hurt…" Peter said as he slowly picked himself back up while trying to figure out what was and wasn't broken.

It was than that Peter heard another voice "Pfft, not as painful as having to attend this ridiculous excuse of a school and surround myself with these idiots"

Peter turned to see a young teenager with pink hair, a look that practically screamed he thought he was better than everyone and clad in the school's uniform. The teen looked Peter up and down with a look of disinterest before he shook his head.

"And my belief that this school is a total joke has been proven if you're hear as a teacher Spider-man"

"Hey, who do you think you are kid?" Peter said with a frown towards the rude little brat.

"I'm Kid Omega" he said proudly.

Peter stared at the young teen for a moment before he blinked in confusion "Umm… who are you again?"

The Omega level telepath's brow twitched as he repeated his name "Quentin Quire… Kid Omega. The one that will lead Mutant kind into a glorious revolution and finally fulfill Magento's dream of our supremacy!"

Peter was silent for a minute as he tried to place a face on the name. He swore he's heard it before when he eventually gave up and simply nodded "Oh okay…"

The pink haired teen's eyes narrowed in annoyance "Okay, that's all you have to say, okay!?"

"Am I supposed to be in awe or something?" Peter asked, struggling to maintain his composure at the sight of Quentin slowly losing his own.

"Yes!"

"Eh get back to me after I haven't been smacked into a building" Peter said as he glanced back towards the hole in the wall he made before glancing at Kid Omega "Stay here Child Beta, I'll let you know when it's safe to come out!"

And with that, Peter rushed back out into the fray.

"IT's KID OMEGA YOU USELESS EXCUSE OF A HERO!" Quentin yelled at the departing man before he sighed as he sat back down and glared at one of the many cracked monitors on the floor that showed the various students and staff members of Wolverine's school being overrun ever so slowly by a legion of flame thrower wielding Frankensteins and some weird self-aware patch of land.

He placed an elbow on his knee and watched the entire scene play out with an amused smirk "The entire school trashed, everyone inside being beaten to a bloody pulp by a giant sentient clod of dirt… Wolverine utterly humiliated…"

He snickered a bit as he watched an image of Wolverine getting smacked around by several tendrils of rock and dirt like a tennis ball "This could only be better if I'd thought of it myself"

He then chuckled again as another screen showed Spider-man being blasted at by several Frankensteins before he ran into Rachel, knocking them both to the ground and have the wall crawler's face fall right into the now enraged telepath "Oh man, does this thing have a record function? Cyclops would pay good money to see this"

Suddenly, a small Brood and the Wendigo turned school inspector crashed through a hole not far from where Spider-man first came through. Quentin quirked a brow at the spectacle as he watched another student come rushing in after them.

' _This should be good'_ he thought, not bothering to move from his seat.

"Please ma'am… if it's not too much trouble… would you mind not killing me?" Broo panted out as he wiped some dirt off his shirt.

"Hey, leave him alone!" Idie snapped towards the fake flesh eating spirt turned school inspector as she sent several ice shards towards the that forced it to fall back for the moment until it tripped on a piece of rubble and collapsed t the floor with a heavy thud.

"Thank you friend Idie" Broo said with a small nod and smile.

"You've gotta learn that it's okay to fight back when you're under attack Broo" Idie said towards the smaller being.

Broo couldn't find fault in that logic "Yes, I suppose so"

Idie nodded before she saw Broo's glasses on the ground and reached down to pick them up before handing them to their owner "Here's your glasses"

"He doesn't need them to see you know" Quentin said with a snort as he glanced at the two who turned to him in surprise "He only wears them because he thinks they make him look less scary. Sorry pal, but I don't think they're working"

"Your looking into my mind, aren't you?" Broo said as he felt a faint tingling in his head that he's associated with telepaths prodding it "Please don't do that"

"Leave him alone, whoever you are" Idie said with a scowl towards the pink haired teen.

"What?" Quentin said as he rounded on the two "You don't know me? That insufferable spider hero I can understand but seriously not even you know who I am? I'm-"

He was interrupted by the sudden sound of Kid Gladiator, riding the Sauron turned school inspector through the wall with a excited expression on his face "HA! If all earth schools have this much punching, I take back everything I've ever said about you wormy people and your grease stain of a planet!"

"Who's this charmer?" Quentin asked as he and the others ducked as Kid Gladiator rode the changed teacher around the room while he repeatedly slammed his fists into it's head.

"That's Kid Gladiator" Idie said while Broo nodded.

"Yes, Kid Gladiator. He's an alien prince" the young Brood said.

"What the hell? How does everybody know this guy and not me?" Quentin complained as Kid Gladiator delivered one final punch to the Sauron's head, knocking them out for the moment.

The son of the legendary Gladiator hopped off the moaning Sauron look alike and wiped some dirt of his face. He glanced at the trio before him before his eyes narrowed at Quentin "Who are you again?"

"I'M QUENTIN QUIRE!" the Omega level mutant yelled in annoyance.

"Never heard of you" Kid Gladiator said plainly before he glanced back at the awakening Sauron "And id remember hair like that"

Quentin's brow began to spasm out as he glared at Kid Gladiator's back "I'm the guy who staged the infamous riot at Xavier's! I'm the one responsible for the schism that just tore apart the X-men!"

"No, I'm pretty sure that was me" Idie said as she and Broo watched the pink haired teen approach something akin to a breakdown.

It was then that the Wendigo stood back up along with the Sauron and both mutated education inspectors glared at the four students. Kid Gladiator grinned as he slammed his fist into his palm, creating a small shockwave as he stared at the two towering beasts.

"Back for more eh beasts, splendid! Kid Gladiator will gladly continue the punching!"

"They seem to be at least semi-intelligent creatures" Broo said as he adjusted his glasses while staring up at the drooling Wendigo's tooth filled maw and repressed the urge to shudder "Perhaps we can reason with them?"

Idie didn't seem too fond of this idea as she watched Broo approach the towering duo before them "Uh I don't think that's such a good-"

"Greetings brother omnivores!" Broo said, causing the clone of wendigo and Sauron to glance down at the little Brood in confusion "Welcome to the Jean Grey School! Please follow me to the snack machines"

The Sauron and Wendigo stared at Broo for several moments before they both hissed and growled at the little alien and made to tear him apart, causing Broo and Idie to tense up in fear.

"Oh c'mon, enough of this!" Quentin said as he rolled his eyes while he tore into both the Sauron and Wendigo's minds with his telepathy and took control of their thoughts "Monsters! Go fight each other!"

"Your powers of persuasion are most impressive new friend" Broo said as he glanced up at Quentin while the Sauron clone and Wendigo clone began to fight one another "We could very much use your help in the battle to preserve the school"

"Yes! I have grown bored from this utter lack of hitting" Kid Gladiator said as he rushed back towards the whole he came through to rejoin the fighting outside "Let us go find something else in need of pummeling!"

"Follow us Denton, there is much to be done!" Idie said as she looked towards Quentin before she and Broo followed after the alien prince as he tackled a Frankenstein through the wall and out into the courtyard outside.

"It's Quentin you… How the hell do you not know me? Come on, my name was trending on Twitter not two weeks ago! I got a stern warning from Captain America himself! Idiots!" the pink haired teen growled out in fury as he watched the three depart while the Sauron and Wendigo turned school inspectors continued to fight behind him before he finally exploded.

"Good riddance to you all! That's right NO MORE SCHOOL for Quentin Quire! Time to give the world it's long overdue comeuppance! Time to make lapdogs of every Homo Sapien who dares stand in my way!"

He then stopped as he watched the three depart for several moments before he suddenly followed after them with a puzzled expression "Seriously, how has no one here heard of me?"

…

Outside, things weren't going very well for Peter or the rest of the students and faculty of the Jean Grey school. Most of them had been restrained by the tendrils of earth erupting the from ground everywhere.

' _Least the Frankenstein's were taken care of… we'd be easy pickings for those things'_ Peter thought as he found his arms and legs restrained by five different stone and dirt arms while a large chunk of ruck was on his chest, keeping him in place.

"Uh, does anyone have any idea of how to beat this, because right now I got nothing except a possible concussion and some serious thoughts as to whether I want to continue working here without pay of this is gonna be the norm!" Peter said as he tried to move but only ended up making his restraints tighten their hold on them.

Logan, who was wrapped up to the point that it was only thanks to his bones being coated in Adamantium that they weren't snapping, glanced at Rachel who was hanging on to where he was for dear life "Rachel, get Hank on the line!"

Rachel nodded as she established a telepathic link between Logan and Hank while she tired to keep herself from falling while nearby, Bobby and Gambit were blasting at chunks of earth that were starting to surround them.

' _Beast!'_ Logan thought as he tired to use his claws to cut his way out but found he couldn't move his arms at the right angle.

' _I'm working on an electromagnetic pulse aimed at disrupting it's photosynthesis!'_ Beast responded from his lab as he rushed to put something together that could help them.

' _Work faster'_ Logan said as he was suddenly slammed into Peter's restrained form.

"Ow… I think you broke something that time" Peter groaned out.

"Sorry…" Logan said with a cough as dust got in his face.

"Sorry won't heal my now cracked ribs!" Peter said as he looked around at the various other restrained students and faculty members "Well, this is not how I thought fifth period would go…"

It was than that Logan heard Hank's reply _'My lab is filling with lava so I'm already on something of a time table. Though if you could send Peter down here to help, that would very much be appreciated!'_

' _Can't, he's trapped, same as pretty much everyone else up here!'_ Logan said before he looked towards Rachel "Rachel! This is on you! You have to get into that thing's head and shut it down!"

"No pressure or anything!" Peter said as he felt himself being dragged into the ground.

Rachel struggled to hold on to the earth tendril she was on as she tired to tear into it's owner's mind "I've got my hooks in it's mind but it's like trying to rip a redwood by the roots. Just give me-"

She was suddenly cut off as the tendril of earth flung her off and through the air.

"Rachel!" Peter and Logan yelled at the same time as she soared through the air.

"THIS SUCKS ON SO MANY LEVELS!" Rachel screamed in terror a she slammed into the ground before it began to drag her into it like it was Peter and several others.

"Well we're all gonna die" Peter said as he was now up to his neck in dirt. He glanced at Logan who was able to free one arm and began to hack at the earth around him before he was again restrained "Well Logan old buddy old pal, never thought this was how I go… by a patch of dirt!"

"Trust me, there's worse ways to go!" Logan said as he was being pulled into the ground faster "If we somehow survive this… I'm paving this entire damn plot of land and burning every inch of dirt that's left!"

"I'll help you…" Peter said as he was now up to his chin and just as it seemed he and Logan were about to be dragged under ground and either crushed to death or somehow eaten by a patch of living dirt, they were suddenly released!

"What the?" Peter said as he was suddenly forced out of the ground before he landed in a crouch "Uh, what just happened?"

…

Several moments prior…

Quentin let out a curse as he dodged several tendrils of earth trying to catch him and a few half-destroyed Frankenstein limbs that still seemed to have some sort of sentience to them trying to either shoot him with what was left of their flamethrowers if they had them or trying to throw bits of debris at his head. He easily dodged all of these and responded by sending a psionic ball of energy towards them that caused them to explode for the lack of a better term. It was than that he finally came out into the courtyard to see his fellow students and the teachers of the school all being captured and likely about to be killed.

Kid Omega stared at the scene for several moments, trying to find a reason why he should care about any of them before he let out a sigh and took several steps forward as he spoke "All right there Gilligan. You've had your fun. If I'm to be miserable here, then so is everyone else. You included"

He cracked his knuckles as he gazed up at the monster form of earth, stone, mud and bits of trees and grass "Time to go back into the ground like a good little island"

"Now then, lets have a look inside whatever it is you have that passes for a brain" Quentin said as he probed into the mind of Krakoa and searched around until he finally found what he could only assume was it's conscious.

His eyes narrowed as he began to read, see and feel what was inside it which in turn caused Krakoa to tense for a brief moment as a powerful push into its mind grabbed it's attention and caused it to search out for the one behind it.

Quentin noticed this and kept on the move to avoid being grabbed "I see, you're not the original Krakoa. No more like one of his grandkids. You were grown in an artificial super garden. By some arrogant little twerp of a boy scientists"

It was than that he saw who the kid was and heard his name mentioned by several others. He couldn't help the snort that escaped him "A young Dr. Frankenstein? Can that be right?"

It was than that the memories began to grow much darker, more violent and Quentin actually had to pull back for a moment or risk being overwhelmed by some of the trauma that the twerp put this Krakoa clone through "You've been beaten and abused your entire life. Trained only to hate and rage"

Krakoa's response was to let out a roar of anger as it felt the rush of memories coming back to it, causing it to shake in anger.

"I get it. Your angry" Quentin said with an eye roll "Is that all you got?"

Krakoa's response was to have a pillar of earth shoot up from underneath Quentin, causing the young teen to let out a yelp of surprise as he struggled to hang on for dear life.

"Ok, so your incredibly strong as well" Quentin admitted as he struggled ot keep up his mental attack while hanging on "But extremely lonely too, am I right?"

At this, Krakoa's efforts to try and hurt Quentin ceased as it's massive head turned towards him, it's car sized eyes focusing on the pink haired Omega level Mutant teen. Seeing that he now had it's complete and undivided attention for the moment, Quentin took a deep breath and began to speak before either Krakoa's arrogant brat of a creator gave it a new set of orders or it just up and killed him.

"It's not fun, being lonely is it?" Quentin said as he stared at the lumbering form of Krakoa "You do things you regret when your lonely. Act out. Try to hurt people. You're not a bad soul. I can see that. You just don't know how to quite express yourself…"

Krakoa made a curious growl as it brought it's face closer to Quentin until the pink haired telepath could make out the individual crevasses in his skin "You're different. You're a mutant. Nobody understands you. Sometimes you don't even understand yourself. If only I knew someone else like that?"

Krakoa's haed quirke dot the side, it's eyes unreadable as it stared down at Quentin as he held it's gaze before he swallowed nervously as it's mind seemingly went dark before "Look, before you eat me… I've got a rather insane idea. Just here me out…"

Krakoa's eyes narrowed as Quentin began to speak. Several moments of tense silence passed between the two before the living form of earth began to slowly lower Quentin down and release it's hold on the other members of the Jean Grey School.

"These people owe me big for this" Quentin said to himself.

…

Logan let out a pained grunt as he was forcibly pushed back up from the ground and likely would have been sent flying as well had Peter not grabbed him by the arm and yanked him free.

"Aww, it's a boy, a rather hairy, smelly scowling boy" Peter said as he helped Logan to his feet and brush some dirt of hiss shoulder.

"Bite me" Logan growled as he saw that the other students and teachers were all being released as well.

"I would, but if the ground doesn't event want ya, I'm not sure I do either" Peter said as he glanced down at his suit and frowned at some for the tears in it "Aww man… I thought Unstable molecule suits didn't tear!"

"Welcome to the X-men, where things that aren't supposed to happen, happen" Logan said as he looked until he saw Rachel standing up, her face covered in dirt and dried blood.

"What just happened? Did we kill it?" Logan asked as he looked around to see the towering form of Krakoa was receding back into the ground.

Rachel frowned das she used her telepathy to find out what was going on before her eyes widned in shock "No, Krakoa's talking to me now. He says he never wanted to attack us"

"could have fooled me" Peter said as he stepped over a pile of mud that was slithering back into the ground.

"The Hellfire Club made him do it. He says… he says he's a mutant just like us. He keep's apologizing" Rachel said with a frown before he eyes widened in shock and she glanced at Peter and Logan "I think he's crying"

"Well that explains the small rivers forming by the entrance and out of the school's main entrance" Peter said as he saw Gambit and Bobby helping several students out of a mud pit not too far away.

"Better be natural water" Logan grumbled "I ain't got the money to fix the damn plumbing"

"Do you have any money left?" Peter asked with a scowl "I mean when you left Utopia, couldn't you have maybe brought a couple extra million dollars?"

"Next time, I'll keep that in mind" Logan grumbled.

"You won't believe this…" Rachel said with a shocked expression on her face as she looked towards Peter and Logan as she gestured to the ground "He's asking if he could be an X-man now?"

Logan was about to respond before he suddenly caught a familiar scent and his eyes narrowed dangerously as he suddenly turned and began to make his way towards a nearby hill not far from the school.

"Uh, Logan where ya going?" Peter asked as he and Rachel watched Logan unsheathed his claws with a growl.

"Tell everyone to meet us up top" Logan said as he passed by a panting Rogue who was covered in mud "And tell 'em it ain't no pep rally"

Peter glanced at Rachel who responded with a shrug before they followed after the headmaster while Rachel sent out a telepathic message to the others to meet up with them at the nearby hill that both she and Peter saw had a few small occupants on it already…

…

Right now, Kade was not happy that Krakoa's attack on thee school seemed to stop and he made that quite clear as he rounded on Krakoa's creater with a glare.

"What happened? Why did the ground stop moving?"

"Krakoa's not responding!" said with confusion.

"Then kill it! Fry the thing before it-" Kade started only to be interrupted by the sound of Logan's voice.

"I'm afraid that's not going to work"

The four new leaders of the Hellfire Club turned to see Wolverine and his entire school, and Krakoa standing not to far from them, all with a glare etched on their faces.

"Your electromagnetic leash has been severed" Beast said as he adjusted his cracked goggles "You've officially lost. You thoroughly naught children"

"Now where's your mommies and daddies so we can tell them what a bunch of trouble makers you've been?" Peter said as he looked around for any one else that might be with the four kids.

Logan took several steps forward and held up his clwas at the four kids with a dark scowl on his face "Listen when I say this Hellfire brats and listen good, every last rotten one of you…"

"Logan, language, we have children present" Peter said as he held a hand over Beast ears.

"Indeed, please refrain from being an even worse influence on them. You are the Headmaster now and thus must set an example" the longtime X-man said with a nod before he looked towards Peter "Please get you hands off my eras, it tickles"

"Sorry" Peter said as he backed away a few steps.

Logan sighed at this "Dammit, forgot what I was about to say…"

"Seriously?" Kade said with a unimpressed look on his face.

"Grrr… Just stay the hell away from my school" Logan glared at the four children.

"Yes. Yes, I'm quite certain we'll do that" Kade said in a sarcastic tone as he gestured for his companions to get into the flying limo behind them.

"You better or you'll find yourselves in indefinite timeout and no ice cream for the rest of your pubescent lives!" Peter said towards the four little homicidal children.

"Pfft, like you could ever do that to us" one of the kids, this one dressed in a white business suit said as he turned and sent a wave over his shoulder as he climbed into the limo "Have fun cleaning up your mess muties!"

"Are we not going to kill anyone? Aww man!" the lone girl of the four said in a saddened tone as she hopped into the limo as well before the door shut closed and the limo began to rise off the ground.

"Man, if this is them now, I don't want to see what happens when they hit puberty" Peter said with a shiver as Karkoa lashed out with an earth tendril to stop the limo from fleeing.

"No Krakoa, let it go" Logan said and watched as the limo was released before it shot off into the sky.

"Uh, we're not gonna catch them?" Peter said with a quirked brow aimed towards Logan "They did try to kill us all"

"I gotta better idea" Logan smirked.

"Which is?" Peter asked.

"His name's Kade Kilgore, apparently he's now part of the Hellfire Club, or it's new Black King" Logan said as he and the rest of the teachers and students began to make their way back to the school.

"Kilgore?" Peter said with wide eyes, having heard that name before when he still worked at the Daily Bugle.

"Yeah, the new owner of that small arms company his dad ran, Kilgore arms" Logan said before he glanced at Peter with a grin "A multi-million-dollar company"

At this, Peter grinned, starting to see what Logan was implying "Ahhh now I see…"

Logan watched as Peter reached into his suit's belt and pulled out a small communicator that the Avengers used and began to call someone. After a few moments someone picked up and Peter began to speak.

"Hey, I uh need your help…" Peter said as he and Logan turned and followed the rest of the students back to the school "Which suit? Hmm… for now the more public one but we may need your other one if things go to hell, which is ironic considering who we're dealing with and your name…"

Peter nodded a little as he explained the situation before he glanced at Logan with a smirk "How much?"

"Enough to piss the little twerp off" Logan grinned.

…

The following morning after the attack on the Jean Grey School, Matt Murdock idly hummed to himself as he stepped off an elevator and quietly made his way towards a large pair of doors at the end of the hallway. He passed by a secretary's desk who noticed him and loudly cleared her throat.

"Um excuse me sir, do you have an appointment?"

Matt didn't respond as he kept approaching the doors, forcing the woman to get up from her desk and followed after the man.

"Hey, sir, you can't just go in there! Mister Kilgore has a busy day ahead of him and he cant have it messed up by-"

"I'll only be a few moments" Matt said with a shrug as he suddenly pushed the doors open, taking Kade by surprise if the increased heart rate was anything to go by.

Matt smirked as he approached the desk while the secretary came to a stop at the office, seemingly afraid to enter.

"I'm sorry Mr. Kilgore, but he just barged right on in"

"Kade Kilgore?" Matt asked, already knowing the answer and tried to keep the surprise that a kid his age was now head of a multinational corporation like Kilgore Arms.

"Yeah, who wants to know?" the kid asked with all of the arrogance of a selfish enlist brat that one could have in this day and age.

"Matt Murdock, attorney at law" the alter ego of Daredevil said as he pulled out a slip of paper and held it out toward Kade "This is for you"

Kade grumbled as he snatched the paper from Matt's hands and began to read it. After several seconds, Matt could practically hear the gears in the boy's head grind to a halt and his eye lids widen.

"What the hell is this? I'm being sued?" he said in shock and outrage.

Matt nodded at this "For the sum total of eight hundred and seventy-nine million dollars. Which should just about cover the damage you caused to the Jean Grey School of Higher Learning"

"I'm being sued by Wolverine?" Kade said with wide eyes "This is ridiculous!"

Matt shook his head at this "Quite the contrary. I believe you'll find everything in order. If you cannot pay what we're asking, of course we would gladly assume control of all your interests, this company included. I look forward to hearing from your legal counsel"

Matt had to hold back a laugh as he could feel and hear the boy's entire body shaking with unrestrained fury as he turned to leave before he remembered something.

"Oh and my client also asked me to deliver you a personal message" Matt said as he looked over his shoulder at Kade with a smirk "I believe it went something like… right back at ya kid"

Matt couldn't stop himself from laughing all the way down to the lobby as Kade let out a scream of outrage.

"Heh, Peter's right. That kid does need a serious timeout"

…

"Krakoa says thanks again for letting him stay" Rachel said as she, Peter and Logan looked at Husk's class sitting under a tree that said living terrestrial being just grew to help with the glare on their tablets while behind them, the school was quickly being repaired by a construction company that Xavier recommended.

"Well it's not like we have much a choice" Peter said as he rubbed the back of his head "I mean it's not like he can just get up and leave even if he and us wanted him to"

Logan shrugged as they turned away from Husk's class and made their way towards the front of the school "Eh I figure at some point it'll come in handy to have school grounds that can fight back if need be"

"Plus, if Scott ever visits, we can totally have Karkoa suddenly launch him into the sky and into the nearest tree or swallow him up in a hole of fire ants" Peter snickered at the images.

"Oh, that's happening no question about it" Logan smirked as he glanced at a nearby pond "Now I just have to teach him how to turn some of the ponds around here into beer… hmm maybe even grow some tobacco for me to use…"

Peter and Rachel chuckled at Logan's remark before the telepath's smile dropped and she decided to speak up about something that's been bothering her for a while now "I still have no idea how I broke through to him. It's like one moment his mind was totally closed to me and the next… it just opened right up"

It was then she saw Quentin Quire sitting on a lounge chair in only a pair of red and white striped underwear, pink sun glasses and a pair of red and silver beats on his head playing what sounding like dubstep with a large white sign behind him with the words 'SEND MORE SENTINELS' written in bold red lettering on it.

Rachel's eyes narrowed as a thought came to her "You don't think…?"

Peter and Logan followed her gaze before Logan grunted while Peter shrugged "Hey you never know, maybe there is a good guy in there somewhere… or your just more awesome then you give yourself credit for"

Rachel smiled at Peter's words before she looked to see Rogue struggling with lifting a piece of heavy debris from the fight that was covered in destroyed Frankenstein men. She gave the two men a small nod as she rushed to help the loudly complaining southern beauty while Peter and Logan continued onwards to the school's main entrance.

As they neared the main doorway Peter glanced at Logan "So what are we gonna do about the inspectors-"

Suddenly both men's attention was drawn to Beast, now dressed in a nice suit with both arms around a laughing Mr. Clud and Mrs. Marigold that were now both human.

"And the mathematician says, 'And that my dear is how you extrapolate a scatter plot'!" Beasts said with a grin.

"Oh Henry you are such the devilish wit!" Mrs. Marigold laughed so hard that it was a miracle she could stand let alone breath as she and her associate were walked to their car by Beast.

Peter stared at the scene in surprise "But… the last time I saw them, they were both turned into a Sauron and Wendigo. And right before that, Kitty said they were going to have the New York State Department shut this place down faster than Quicksilver could run. That last part I made up just now but yeah you get the idea. They wanted us shut down"

Logan smirked as he patted Peter on the shoulder while he leaned in "Beast managed to change them back. There was only one side effect… they have no memory whatsoever of the last twenty-four hours"

Peter glanced at Logan with an amused expression "How… convenient"

Logan shrugged "Hey I ain't complaining if they woke up thinking they just arrived. And from what I can tell, this tour went a lot better than the last one"

"Apparently" Peter chuckled at the man as they watched the car that brought Marigold and Clud here drive off while Beast turned towards them and gave the two a thumb's up and a big fang filled grin.

Peter snorted at this as he and Logan replied with a wave as they turned towards the maintenance of the school that while a little uneven and destroyed, would be fixed up by this time tomorrow thanks in part to Karkoa and the repair company that Xavier recommended.

"So, first day of school and we were nearly shut down, attacked by an army of flamethrower wielding Frankenstein's and apparently the grandchild of the original Karkoa all created by the new Hellfire's kitty club" Peter said as he folded his arms with a thoughtful look on his face "Gotta say, turned out to be a pretty good first day for us, huh?"

Logan nodded with a smile on his face as the two looked at the school "Yeah… I guess it did"

Peter nodded at this before he saw out of the corner of his eye four little blue Bamfs with what looked like several bottles of Logan's liquor in their hands and tails. Peter chuckled at this as he pointed towards the chuckling gremlins "Uh I think they were able to pick your cabinet's locks"

Logan looked to what Peter was pointing to before his eyes widened in shock before narrowing in rage and he let out a low growl.

 **SNIKT!**

The blue gremlins stopped as they heard the sound of Logan's claws popping and turned towards the duo before they yelped and began to run in the other direction.

"GRRR GET BACK HERE WITH MY WHISKEY YOU LITTLE BLUE BASTRADS!" Logan yelled as he gave chase while Peter broke out into a hard laugh.

"RUN BAMFS RUN!" Peter hollered before he was able to regain control of himself and wiped away a stray tear that fell as he watched Logan chase the little blue devils across the grounds before turning back towards the school's front.

"Can't believe I'm going to say this but… this is going to be waaaaay better than working at Horizon labs" Peter said with a grin on his face.

…

* * *

And done.

Next chapter, Lemon between Peter and Kitty… and Warbird?


	5. Chapter 5

Answers to reviewers' questions or statements:

 **Cosmicspiderking** : Not really since this harem is going to be made up of mostly women that Peter will sleep with like three or four times before they go their own separate ways. The ones that stick around longer than that, yeah they might try to ensure that Peter spends a bit more time on them then the others.

 **MCRasengan** : Oh trust me, there will be others that appear and this wont be the last time we see Daredevil.

 **Dark King Marcel** : He already has his new suit, it's literally a black and gold version of the Future Foundation Spider-man suit, or do you mean a new suit separate from that? For the moment he's just a teacher that happens to work with Logan and his group of X-men.

 **Spawn Hades** : Pretty accurate with how Peter's relationships will be with Psylocke, Kitty, Rachel, Rogue and Warbird. Some of the other women you have listed Peter will hook up with at one point or another in this story. Some will be flings, and some will last longer than a one night stand.

 **Harbinger of Kaos** : Yeah Kitty's reaction to Warbird walking in on her and Peter and demanding to be satisfied as well will be a little interesting to watch.

 **Fenrir44** : Emma might be a little difficult given she's with Scott, but I might be able to work something up. As for Mystique, I was thinking of having her join in a threesome with Peter and Lady Deathstyrke later in the story.

 **Dusk Rider** : Yeah, and it won't be the last time that Peter and Offspring Beta meet.

 **Karlos1234ify** : Well it was either that or have some of the students kick the crap out of him but there's always next time.

 **cornholio4** : Kinda hard for the board to want to kick him out considering he owns the company and has either bought, killed or intimidated any Board members of his company may have had into accepting him, or he just out right killed all of them and had them replaced. Considering the kid killed his own father and dumped him on the side of a mountain, wouldn't put it past him.

 **gunman** : Oh Nightcrawlers little cousins are going to get into a lot of shenanigans throughout this story.

 **Antiohero1610** : Firestar will show as we get closer to the events of Avengers vs X-men.

 **Musikman50** : I have someone else in mind for Bobby and it will be glorious funny as hell, though having Polaris too wont hurt.

 **Erofox** : I think Logan doesn't have much of an ego because after all the hell he's gone through, ain't much to brag about.

 **Rider Paladin** : Won't be the last time we see those little SOB's.

 **ENDDRAGON369** : Maybe, be kinda hard to do it with her being married to Black Bolt but since she was for a time with Johnny Storm, I think i can work that angle.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

Peter had to hold back a yawn as he sat in his office in the middle of the night, going through the essays that his class handed in this morning. For the most part they were good, mainly 'C' and 'B' grade level work with Quinten Quire and Broo being the only ones with a 'A' for their work. Kid Gladiator was a big fat 'F' on account that his paper was literally a picture, a poorly drawn picture, of him punching things. Still, he gave the boy an 'A' for having the audacity to turn said paper in, he deserved that much at least.

' _Though I'm gonna have to really find a way to get that kid interested in doing the work. If he's expecting to rule an interstellar empire one day, kid's gonna need smarts on top of brawn'_ Peter thought.

He was aware that earth science was insultingly primitive to whatever they taught in the Shi'ar empire, but still, wouldn't hurt for the boy to have a little knowledge for when he goes back, assuming he wants to go back. The Shi'ar didn't seem eager to have the boy back any time soon...

Suddenly a pair of arms wrapped around Peter's neck "There you are my adorkable little Spider…"

Peter looked back to see Kitty's smiling face. He gave her a grin and a nod in return "Headmistress Pryde"

Kitty's smile faltered a bit as she flicked his ear "Don't call me that, I swear I get like ten years older every time I hear it from one of the kids"

"Of course, Headmistress Pryde" Peter snickered.

Kitty responded by cupping him in the back of the head with a giggle before she looked at the papers he was grading "So, how'd they do?"

"For the most part good" Peter said as he returned his attention to his students' assignments "Though Hellion, Rockslide, and Glob may need some tutoring and as for Kid Gladiator… yeah, good luck with that"

"I'll see if Hank is up for it" Kitty said as she picked up Blindfold's paper and read it "For a girl that can't see in the physical sense, she's got beautiful handwriting"

"I know right?" Peter said with a chuckle as he graded his final paper before putting it down and letting out as yawn "Man, if there's one thing I didn't miss about being a teacher, it's the long nights grading things. MJ used to joke that I'm more tired from a night of grading papers then a night of fighting crime"

"Awww, poor baby" Kitty teased as she leaned down and pulled Peter's mask up to his hair and planted a kiss on Peter's cheek.

Peter turned his head and captured Kitty's lips with his own before he pulled her in closer. The veteran X-men moaned at the feeling of his tongue darting into her mouth as she slid into his lap and wrapped her arms around his neck. One of Peter's hands drifted down to Kitty's rear and gave it a light squeeze, causing her to gasp a little as she pulled out of the kiss and smirked at Peter.

"Ah, seems to me that you have a little juice left in you professor, perhaps enough to give me a crash course in the biology of the human female form?" Kitty asked as she ran a hand over Peter's torso before she leaned up towards Peter and whispered in his ear "I'm afraid I'm failing and I think I need a 'D' to pass... would you be willing to give me a 'D' Professor?"

"Hmmm, i might very well do, if you can give me the satisfactory work for a 'D'…" Peter grinned as he picked Kitty up and carried her to the door.

"Oh, we're not going to live out your fantasy of sex in the classroom?" Kitty asked as she planted a series of small kisses on Peter's neck.

"Maybe some other time" Peter said as he pushed his half-closed door open with his foot "The appeal is kinda lost given that there's three Bamfs watching us"

At this, Kitty's eyes widened as she looked around the room for a moment before she made out three little Bamf figures hiding under some of the desks, watching them with mischievous grins. Kitty shivered at that.

"Yeah, I can see how them watching us would be a turnoff"

"You'd think after dating Felicia I'd be okay with a few people watching me and another girl being intimate but those Bamf's little glowing yellow eyes creep me out a little" Peter said as carried Kitty to her room.

"Wait, you had people watch you and Felicia having sex?" Kitty asked with an amused look on her face "Damn… and I thought Emma was bad"

Peter laughed a little as the two arrived at Kitty's door and he was about to put her down before she shook her head "Just walk in"

"You sure?" Peter asked with a quirked brow "There isn't some anti-phasing thing in the door is there?"

"It's not on" Kitty answered said with a grin before she planted another kiss on Peter's cheek "And before you ask, Lockheed prefers to sleep in my office, so we wont have to worry about him stumbling across us like last time"

"Oh… okay" Peter said as he walked through the door thanks to Kitty phasing both of them. The incident caused Peter to shiver a little "Not gonna lie, still unsettles me whenever you do that"

"So phasing through a door is unsettling, but web swinging hundreds of feet in the air, going almost a hundred miles per hour while doing so, and preforming a series of acrobatic flips and twists that put every gymnast on earth to shame, sometimes in the dead of night, is okay for you?" Kitty said with a shake of her head as Peter dropped her on the bed.

"Hey, least I can control the web swinging part" Peter said as he began to remove his clothes while Kitty did the same.

"You know, those webs of yours are giving me a few ideas I always wanted to try out" Kitty said as she tossed her clothes about her room while Peter neatly folded his suit before putting it down.

"I'm listening" Peter said as he watched Kitty climb to her knees on her bed, putting her near Peter's height before she pulled him close.

"Well, I've always wanted to see how sex in a big web net would be like" Kitty said with a grin as she pulled Peter into a searing kiss before she pulled him down on top of her, causing the bed to shake a little.

"You know Kitty, I think you're the only girl I've ever dated that wants to be tied up in my webs" Peter chuckled as he rubbed his hardening cock against her entrance "Mary Jane, Felicia, Angelica, even Jessica, they always complained about it getting in their hair"

"Well in my defense I could always phase through it" Kitty said as she ran her hands up Peter's back and was just reaching down to help Peter guide his cock into her when-

" _For the love of god, I'm trying to sleep in here!"_ Booby's muffled voice whined from the other side of the wall.

Kitty glanced at the wall for a second before she responded "Then wear freakin headphones Bobby or go sleep in your office!"

Peter chuckled as he leaned down and begun to run his hands over Kitty's body "That's mean, making him sleep somewhere else so you can have sex"

"Mmm, you gonna reprimand me Professor Parker?" Kitty asked with a giggle as Peter planted a series of kisses down her neck.

"Maybe… it depends on your performance Headmistress Pryde" Peter said as he placed his hand on Kitty's clit and gave it a slight pinch which in turn caused her to gasp.

Kitty had just wrapped her legs around Peter to pull him even closer to her while he began to slowly insert himself into her when they heard someone knock on the door. The two paused in their actions and Kitty scowled at the door.

"I swear to god if that's you Bobby…" she muttered before she cleared her throat and spoke in a louder tone that struggled to contain the annoyance she was feeling "Yes?"

"Kitty, it's Logan" the now identified man revealed himself "I'm heading out, gonna be gone a few days. Something's come up that I have to take care of. You think you and Hank can hold down the place while I'm gone?"

"Y-Yes…" Kitty said as she tired to stifle a moan from escaping her as Peter thrusted into her.

"And make sure those Bamfs don't get into my liquor cabinet again, they drank through six bottles in half as many minutes and I'm tired of hearing Toad complaining about the puke everywhere" Logan grumbled, more out of the fact his whiskey was being drunk and wasted by the Bamfs then Toad's complaining.

"You got it Logan!" Kitty said as she and Peter heard the man grunt in acknowledgment before the sounds of his footsteps began to drift away. Kitty then glanced back at Peter with a grin on her face "Now… where were we before we were so rudely interrupted by that mean old Wolverine?"

"Around here…" Peter said as he thrusted into her again, causing her to gasp.

"Oooh, yes, now I remember" Kitty said as she pulled Peter into a searing kiss.

"And I think… we should… help ourselves… to Logan's… cabinet" Peter said in between kisses.

"Hmm, maybe… we should" Kitty said with a giggle before she rolled them over until she was straddling Peter's hips, his cock still firmly inside her warm love canal.

Peter gripped Kitty's hips and began to bounce her up and down slowly, the action caused Kitty to gasp as she was raised until only Peter's tip was in her snatch before he gently brought her back down until he was entirely sheathed inside her. She placed her hands on his chest and looked down at him with a grin before she blew him a kiss and began to use her inner walls to try and massage Peter's hardened cock. The sudden action caused Peter to moan before he lifted Kitty up and slammed her down on his pelvis with more force then before, causing her to yelp in surprise before he repeated the action.

"You like that?" Peter asked with a grin as he did it again and again.

Kitty nodded feverishly as she began to user her pussy's muscles to grip and release Peter's cock as he began to pound inti her. Her room was soon filled with the sounds of flesh hitting and Kitty's moans and gasps as Peter ran his hands up and down Kitty's body. He paid particular attention to her breasts and her ass, the latter which he would slap occasionally while the former, he would pinch and rub her erect nipples, causing her to shudder in response.

"Oh fuck baby…" Kitty moaned out as one of Peter's hand gripped her tit while the other reached around and gripped her ass.

Peter sat up and captured Kitty's lips with his own, causing her to moan in delight as his tongue delved into her mouth and tired to beat her's down into submission before she began her counter attack. Peter was a bit surprised as Kitty slowly pushed him back until she pushed him out of her mouth completely and gave the man a wink before she pushed Peter back down on to the bed.

The long-time member of the X-men let out a moan as she began to rock her hips back and forth, savoring the feeling of her lover's member buried in her pussy. She had just begun to bounce up and down his length again, placing her hands on his chest while his own found their way to her hip's once more when the door had suddenly opened, the lock breaking from the force of which it was hit. Kitty and Peter both jumped in surprise and turned to see something that took them both back by surprise, or at least Kitty, Peter however paled in fear.

It was Warbird, and she had forgone her armored attire that she's commonly seen with for a loose-fitting robe that only came down her thighs halfway and had the front opened to expose her bountiful breasts wrapped in a tasteful bra that put any that Emma Frost owned to shame and a pair of panties that made thongs look modest. The Shi'ar woman stared at the duo for several moments before she stepped into the room and closed the door.

"So, this is where you scurried off to" she said as stared at Peter with a frown before she began to remove her robe "I was waiting in your room for over an hour, wondering when you would arrive and satisfy my needs"

"Um… Peter, what's she talking about?" Kitty asked as she looked down at Peter in confusion while trying to ignore the fact that Warbird was undressing, exposing more of her exotic body with each removal of fabric.

"Apparently me showing no fear about being possibly killed by Gladiator for webbing his brat's mouth shut and tearing a bunch of Frankenstein's apart is Shi'ar for 'I want to have sex with you'" Peter said as he adjusted his grip on Kitty as Warbird climbed on to the bed and crawled towards the duo with a hungry grin on her face.

"Do… do you want to have sex with her too?" Kitty asked as she glanced at Warbird as the Shi'ar warrior came to a stop a few feet from the two.

Peter's response was to blush "Um… would you be fine with it?"

"I have no problems sharing your company tonight with another, I used to regularly attend the orgies hosted by Vulcan when he still ruled the Shi'ar before they were continued and expanded upon by Majestor Gladiator" Warbird said with a shrug before she closed the distance between the three and began to run her hands up and down Kitty's body.

Kitty blushed at this as she felt Warbird's hand on her rear and slowly crawl up her back and to her shoulder before it came down and gripped her breast and began to toy with her nipple. Kitty couldn't help but moan at the feeling before she turned her head and captured Warbird's lips with her own.

Peter for the most part sat back and watched as the two beauties made out with one another before he decided to get more involved and leaned up to capture Kitty's other tit in his mouth and begun to suck on the erect nipple. Kitty moaned into her kiss with Warbird before she began to rock her hips back and forth. Peter responded by cupping her ass with his hands while Warbird's had her hand release Kitty's breast and reach down to her clit and begin to rub it at a feverish pitch.

Kitty broke her kiss with Warbird as she began to pant from the added stimulation to her nether regions while Peter's lips released one tit before latching on to the other while his hands kneaded her ass while Warbird's other hand climbed up Kitty's ass and had her finger begin to circle the phasing mutant woman's asshole. This caused Kitty to shudder as she felt the Shi'ar's finger penetrate her rear briefly before pulling out.

"Hmm, so tight" Warbird whispered as she licked Kitty's lips before cupping the girl's cheek and forcing her to look the other way as she began to assault her neck with her lips and tongue.

Peter finally released Kitty's nipple before he fell back on to the bed and gave Kitty's ass another smack, this one harder than any previous as he began to thrust into her snatch. Kitty began to gasp as Peter hammered into her before she was silenced by a kiss from Warbird as she fully penetrated Kitty's asshole with her finger. The act caused Kitty cum at feeling of Warbird's digit thrusting in and out of her tight ass while Peter continued to thrust up into her.

"Ah shit!" Peter gritted out as he felt Kitty clamp down on him as she came around his member.

Kitty held her kiss with Warbird for several more moments before she was forced to break it for air before she looked down at Peter. She licked her lips as she leaned down and proceeded to make out with him while Warbird removed her finger from Kitty's ass only to quickly replace it with her tongue. The headmistress of the Jean Grey school shivered as the alien woman's tongue prodded her second hole while Peter reached down to her still cock filled snatch and gave her clit a slight flick with his finger.

"Oh fuck!" Kitty gasped at the jolt of pleasure sent through her body. She would have arched her back up had Warbird not place a hand on her back to keep her down as she tongue whipped her asshole.

Peter repeated the action several more times in quick succession as he felt Kitty's pussy tightening on his cock. Kitty herself was lying on Peter's chest, to engrossed in pleasure to hold herself up and simply let Peter pound into her while Warbird inserted a finger back into her asshole while she dragged her tongue down to Kitty's slit and down Peter's cock and to his balls. The act caused Peter and Kitty to both shudder before the wall crawler resumed his thrusts into Kitty while Warbird focused sucking on his balls. The Shi'ar woman moaned in content as she dragged her tongue over Peter's sack, her tongue cupping and lavishing each testicle with borderline adoration before she gave each one a hard suck that caused Peter to jump a little.

"Whoa there…" Kitty panted out in amusement as she felt Peter move under her before she pushed herself back up and begun to bounce on his cock, her orgasm just within reach.

"Fuck your tight" Peter gritted out as he ran his hands up and down the phasing woman's sides before he cupped both her breasts.

"Maybe because you're so big… you amazing little smart ass" Kitty moaned out as she felt herself beginning to cum from Warbird's fingering her ass and Peter's cock "Oh fuck, or your just so good!"

Peter laid back and watched the look of pure ecstasy cross Kitty's face as she finally achieved her orgasm, cumming on his prick hard. Warbird saw and smelled Kitty's own cum leaking around Peer's cock and trailing out of her snatch before she begun to use her tongue to lap up any trace remains. After a few moments Warbird sat up and grabbed Kitty by the jaw and forced her to look at the bustier woman before Warbird slammed her lips into Kitty's. Kitty's eyes widened as she tasted her own cum being poured into her mouth by Warbird but couldn't find it in her to care as she tried to extract as much as she could from the Shi'ar bodyguard before breaking the kiss.

Kitty was about to swallow her own love juice before she looked down at Peter and smirked before she lowered her head over his and began to let some of the cum drip out from in between her lips and into Peter's mouth before she fully kissed him, her tongue pushing a mix of saliva and her cum into his mouth before he pushed it back into hers. Minutes passed as the two passed the evidence of her orgasm back and forth between the two before she sat up and made a show of swallowing the cum while Peter did the same.

"Fuck…" Peter breathed out as he ran a hand up Kitty's sweat covered body, marveling at the way the lighting from the nearby lamp accentuated her body's curves.

Kitty smiled down at Peter and was about to reply before she was suddenly pushed off Peter's cock by an impatient Warbird

"My turn" she said simply as she aligned her dripping snatch with Peter's slick cock.

"Could have just asked" Kitty panted as she climbed on to Peter's face, much to his excitement and sighed in content as he began to kiss her thighs while his hands tailed up and down her legs.

Warbird let out a throaty moan as she slowly slid down Peter's shaft, her inner walls stretching to accommodate his girth and length, it had been some time since she's had a humanoid male this large in her.

' _By the gods, it feels as if he's as blessed as the Emperor!'_ Warbird thought as she rocked her hips a bit as sat on Peter's pelvis.

Kitty grinned at the Shi'ar's expression of pleasure before she silenced her moan with a heated kiss as Peter's tongue began to explore her warm, wet depths. Warbird responded by wrapping her arms around Kitty's neck and pulling her as close as possible without taking her off Peter's face while she herself began to rock her hips back and forth.

Peter's hands gripped Kitty's waist to keep her from going to far as he began to lick and suck the folds of her pussy while Warbird continued to ride his cock, her moans muffled by Kitty's lips on her own. The Shi'ar's hands ran up and down Kitty's body, marveling at how well in shape the young woman was, it was rare, to Warbird at least, to encounter a woman outside some of the species that make up the Shi'ar empire with such a body that perfectly blended feminine curves and the muscle of a warrior. Warbird secretly wished that Kitty's breasts were larger, but they were an appropriate size for her.

Kitty meanwhile was too busy trying to stay conscious as Peter attacked her pussy like a half-starved man that was just dropped into a buffet and told to go crazy. His tongue would dart in and out of her wet pussy before he would withdraw completely and lightly bite down on her clit, causing her entire body to shudder in response while Warbird's fingers would pinch and pull on her nipples to the point that she swore that they would leave bruises in the morning.

' _Wouldn't be the first time it's happened'_ Kitty thought as she pushed Warbird back enough to trail a series of kisses down to the alien woman's breasts and begun to return he favor by attacking her tits with a combination of her lips, tongue and even teeth.

At one point she bit down on Warbird's nipple, harder than she intended but instead of hearing a shriek of pain she heard a laugh before the Shi'ar woman wrapped her arms around Kitty's neck to keep her head buried in between her heaving breasts.

Peter made some sort of sound from under Kitty as his hands left her hips and found Warbird's and begun to bring the woman down harder on his cock, causing the room to fill with the sounds of the two's hips smacking into one another.

Warbird began to moan lauder and louder as Peter's thrusts increased in both power and speed.

"Oh by the grace of the gods yes, right there you marvelous bastard!" Warbird panted as Peter found her G-spot and began to pound into it with an almost animalistic ferocity that caused her to cum a little in response.

Kitty let out a muffled giggle before she began to moan to as she could feel another orgasm building inside her loins as Peter attacked her pussy without restraint.

Peter for the most part thought he was in heaven, all he could see, or taste was Kitty's pussy and his cock felt like it was getting bear hugged and massaged at the same time in a furnace. It was a miracle he hadn't come in Warbird yet as he felt her hips rotate with his cock still inside her while he focused his attention on Kitty's clit again. Minutes seemed to feel like hours for the three lovers as they did their best to bring one another to orgasm. Peter seemed to be the closet giving that his thrusts into Warbird had become more desperate while Warbird herself was panting like an animal in heat. Kitty, who had since been released from the warm confines of Warbird's tits spouted a slightly jealous look as she felt that her orgasm was still a ways off despite the phenomenal treatment her snatch was getting rom Peter's mouth.

Peter seemed to somehow sense this has he had one of his hands trail up Kitty's legs until it was at her pussy and began to drag his finger across her clit as his tongue delved into her deaths once more. Kitty let out a gasp as Peter's finger toyed with her clit, his adhesive powers adding extra stimuli while his tongue lapped at the edges of her vagina, walls.

"Oh fuck, oh fuck, oh fuck…" Kitty panted out as she felt herself racing ahead towards another orgasm.

Warbird seemed to be just on the cusp of her own before she grabbed Kitty's face and brought the woman into a heated kiss as she finally came, bits of her cum squirting out from around Peter's cock and on to his pelvis and the bed sheets beneath. Peter responded by hammering into Warbird even harder than he already was, causing the Shir'ar woman to scream into her kiss with Kitty who, by combination of Peter's mouth and skillful fingers, came over his face. Her juices eagerly lapped up by the man as he finally reached his own end and let a groan as he came inside Warbird's snatch, her walls gripping him to the point it felt like she'd never let go of him or worse actually cross his manhood.

Kitty pulled back from Warbird, licking her lips at the taste of the other woman's mouth on her own and pouted at the seed that her sort of boyfriend but not officially boyfriend was going into another woman that wasn't her before Warbird sat back, allowing Peter's cock to fall from her hole and offered her dripping pussy to Kitty.

"Well go on then, you deserve some as well" Warbird whispered huskily.

Kitty stared at the dripping pussy before her with wide eyes before she slowly lowered her head down tot eh other woman's vagina and began to lick and such on the drops of cum that emerged from the Shi'ar's love canal. Warbird let out a moan as the X-men ate her out before she turned towards Peter and captured his lips with her own. Her tongue darting out and into his mouth and quickly dominating his own for several minutes while Kitty switched between eating Warbird's pussy and licking Peter's still wet cock, bringing it back up to full mast within minutes.

"Hmm, ready for another round professor?" Kitty asked coyly as she ran a finger up and down Peter's length as she licked her lips of the trace amounts of cum she was able to gain from Peter's tool.

"Yeah, I have a few left in me" Peter said as he wiped some sweat off his forehead.

"Good" Warbird smirked as she crawled off the bed and began to rummage through her clothes for something before she stood up and showed what she retrieved.

A small little bag… filled with rusted nails and shards of glass.

"Enough foreplay, time for the for the real fun" she said with a grin while Peter and Kitty paled in terror "I hope you two are ready for a night of love making of the likes you've never knew could be achieved!"

"Babe… tell my Aunt I loved her and if people ask, it was a combination of Carnage, Goblin and Ock that did me in" Peter said as his spider-sense began to tingle in a way that said, 'It's been an honor helping you survive this long sucker!'.

"So long as you tell Emma that I still think she's a bitch and that I once replaced her shampoo with outdated crap you get at the Thrift Store" Kitty whimpered as Warbird began to unzip the bag and pour its contents on herself, Kitty, Peter and then the bed before she pounced on the duo for another several rounds before either could make a break for it.

" _Okay that's it, I'm sleeping in my office from now on!"_ Bobby's voce shouted from his room followed by the sound of him slamming his door shut _"But don't think you've won Spidey, cause this, this isn't over by a long shot, I'm gonna get you and Kitty back for this even if it takes me a hundred years to do so…"_

Whatever Bobby said next was forgotten by both Peter and Kitty as for the next several hours, the two learned firsthand just how bloody, brutal and kinky Shi'ar BDSM could get and Warbird learned just how many ways a spider powered man and a phasing woman could whimper in pain and pleasure...

…

* * *

And done.

Next chapter, Psychwar 101… gone wrong…


	6. Chapter 6

Answers to reviewers' questions or statements:

 **Superior Tennyson:** I think this latest arc with Norman's gonna end with Spider-man in an even darker place.

 **Fenrir44** : I can say Wanda will, Polaris will be with Iceman at one point.

 **Adtr509** : Those little blue guys will be cropping up a lot in this story, sometimes at the most random times.

 **Jaune Black Smudge** : That is a rather interesting idea to explore later on in the story.

 **gunman** : Warbird is the kinda woman that likes it rough and violent. If she isn't sore and bleeding afterwards, it's nothing more than foreplay to her. The next lemon will sadly be neither of those woman, but still good, probably.

 **Spawn Hades** : This will not ne the last time we see Warbird's… tastes… make themselves known. And yeah Kitty's gonna find keeping some women back from Spidey a little difficult since half of them she'll be wanting to sleep with too or may be strong enough o kill her, phasing powers be damned. .

 **Man285** : She'll appear in a few chapters.

 **Harbinger of Kaos** : You say that now, but secretly like over half the other people reading this story, you want to see more of her. Bobby will get a girlfriend, but it'll be a while until she shows up.

 **Guest** : Her exploits at first would win him some envy from the male students, which will soon turn to horror once Warbird begins to go into detail of what she and him did after he first came inside her.

 **DarkJoey** : Won't be the last time we see such a thing.

 **Jpg2497** : I don't know. Guess it can be seen as one if you want.

 **Luckenhaft** : Considering that Warbird once referenced using Jumper cables when she was gonna have sex with Doop in the comics, I can only assume it can get pretty brutal.

 **Rider Paladin** : Well, I got several other threesomes planned in this story to top it. Oh I have plenty of things coming for the Hellfire brats to come. Bobby's eventual revenge against Peter will be even more hilarious.

 **Eadane** : Pretty much.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

The next several days after the attack on the mansion passed fairly quickly in Peter's mind. He woke up, got dressed, had breakfast, then went on his way to class to teach the next generation of X-men, assuming that's what they wanted to be.

"For all I know, they want to be the next X-Force or X-Factor or..." Peter trailed off as he tried to think of another X-men group. After a few seconds he shrugged and gave up "Eh, I'm sure there's another X-men group thing that's been around that i don't know about... seems to be the norm here"

It was than that Peter's Avengers commlink went off, causing him to take out the device and sync his suit's commlink with it before he answered it with a jovial tone while secretly hoping that the world wasn't coming to an end today, he had a class to teach about the wonders of bio-chemistry after all.

"Yellow, you've reached the one and only Amazing Spider-man, how may I make your day all the better today?"

 _"Ooh I can think of a few things you can do for me that'll make my day Spidey"_ the bemused voice of Jessica Drew, Spider-woman, echoed through the other end of the call.

"Aha, my female counterpart!" Peter beamed as he ducked under a snow ball thrown at him by one of the various blue teleporting Bamf's before he shot a web bullet back as he continued down the hallway "What's up?"

 _"Not much"_ Jessica responded before the sound of shuffling could be heard on her end _"Just calling in to see if you were still alive or not"_

"Well I think the last few days here have shaved a year or two off my lifespan, but other than that, still kicking, or swinging" Peter said with a grin.

 _"Working at a school ran by the Wolverine would probably do that to ya"_ Jessica joked before she cleared her throat _"So what's it like being a teacher to a bunch of X-babies?"_

"Not all that different from when I was a teacher at Midtown. Aside from powers being included, it's exactly how I remember it being" Peter said with a carefree shrug as he passed a window and looked out to see Logan sparring with the young mutant girl Armor.

This seemed to catch Jessica by surprise _"Wait, you used to be a actual teacher?"_

Peter blinked at this "Uhhh yeah?"

 _"When?_ " she probed.

"About a year or two ago... before the Civil War?" Peter said, not understanding how Jessica didn't remember that he was a teacher.

Jessica went silent at this before she spoke again in a lower tone _"Uh Peter, was this before or after you joined the New Avengers, you know, after the whole Prison break"_

"It was before-..." it was than that Peter finally connected the dots "Oh... you were already-"

 _"Taken by the Skrulls and replaced by their twat of a queen"_ Jessica said with a annoyed sigh.

"Sorry" Peter winced.

 _"No it's fine"_ Jessica assured her male counterpart _"Just, I never knew you were a legit teacher. I thought Logan hired you because he needed someone to teach those kids 'responsibility' and how not to make cheesy jokes"_

Peter grinned at this "Hey, I happen to get my kids to laugh at my jokes thank you very much"

 _"Peter, their laughing at you, not with you... or they think their gonna get extra credit if they do laugh"_ Jessica said with a laugh.

Peter rolled his eyes at this "Oh ha, ha, ha, aren't you just funny"

 _"Funnier than you"_ Jessica joked.

"Your lucky your not in my class" Peter said with a snort as he neared his office.

" _Oh, and what would happen if I was Professor?"_ Jessica asked, her tone becoming more flirtatious towards the end _"You gonna give me detention?"_

"Maybe" Peter said, oblivious to Jessica's change in tone.

 _"Ooh, maybe fail me while your at it?_ " Jessica said with a giggle.

"If I have to miss Drew" Peter said with a snort.

 _"Well..."_ Jessica started off as her voice dropped a little lower and became even more sultry _"What would I have to do to get you to change my grade to passing so I'm not kicked off the cheerleading squad?"_

"Uh be more respectful to your teacher in class?" Peter said with confusion, the heck was she talking about.

Jessica laughed at this _"Oh yes Professor, anything to get that 'A'"_

"The hell?" Peter said with wide eyes "Jess, you okay? Your starting to sound weird"

Jessica audibly sighed at this _"God your dense..."_

"What's that supposed to mean?" Peter asked with narrowed eyes.

" _It means I could be sitting on your desk in a super slutty school girl uniform asking you to give me a 'D' if I give you my 'A' and double 'D's for you to go over and you'd still have no idea of what I'm talking about"_ Jessica said with a exasperated sigh.

At this, Peter's eyes widened as a blush began to form on his face "Um..."

 _"Oh so that get's your attention"_ Jessica said with a laugh _"Good to know I need to be more obvious in my flirting"_

"Yeah..." Peter said before he remembered something "Wait, I thought you and Hawkeye were-"

 _"We are, still doesn't mean I can't kid around"_ she responded with obvious amusement _"I mean, you don't actually think I'd come all the way out there and cheat on Clint with you, do you?"_

"Uhhhh noooo…" Peter said as he entered his office and picked up a folder with his students graded work "Also, you went there, not me"

" _Went there, whooped it's ass then bought it a drink and fucked it afterwards"_ Jessica said smugly.

Peter choked on his own spit at this "Hey easy on the language, there's a lot of kids here with really good hearing. Last thing I need is for you to corrupt them with your cursing"

 _"Pete, their attending a school with Logan as both a principle and teacher, me cursing will be the least of their issues"_ Jessica teased.

"I know, I'm just trying to save what little innocence they have left is all" Peter said with slumped shoulders.

 _"But in all seriousness Pete, it's good to hear you looking after and teaching those kids. God knows they need someone like you having some sort of influence in their life that wasn't a crazed murdering assassin or some cold hearted manipulator"_ Jessica said in a more serious tone _"They need to actually have a childhood, so that way they end up better off then us"_

"Hey, we had great childhoods" Peter said.

 _"Pete, I was raised to be a assassin for HYDRA, you spent most of your high school life getting the crapped kicked out of you by both normal bullies and super villains"_ Jessica said in a deadpanned voice "And look where we are now"

"I think I got the better deal, least I don't have to smell Hawkeye's laundry every other day of the week" Peter joked.

"That's... debatable" Jessica said.

Peter chuckled at this before he saw the time "Well Jess, I have to go. Gotta a class in a few minutes"

 _"Right, right, sorry, just wanted to talk is all. See how your doing"_ Jessica said.

Peyer nodded at this before something about what she said stirred something inside him "Jess... is everything fine with you?"

 _"Uh yeah, why wouldn't it be"_ Jessica said with a laugh.

Peter shrugged at this "I don't know. It's just, you normally don't seek me out to talk unless it's Avengers related stuff or your pestering me about asking Carol out already"

 _"That's not true, I talk to you about other things"_ Jessica defended.

"Like?" Peter challenged.

He was met with several moments of silence before she sighed _"Okay... maybe I do tend to only talk to you when it's Avengers or Ms. Marvel related, but I'm trying to change that"_

"Any reason why?" Peter asked.

 _"Maybe because our group is now reduced to you, me, Julia and Spider-girl and I feel like I should make a effort to know you guys before something worse than what Kraven did happens?"_ Jessica said in sad tone.

"Oh..." Peter said as he stopped in the middle of the hallway as memories of the Grim Hunt came to mind.

Jessica wasn't there for that, to her it was one day there was herself, Peter, Spider-girl, Mattie, Madam Web and Kaine and then the next day, they were dead and Kraven was alive again. After a few seconds, Peter spoke again, hos voce lower and gentler.

"I'll be heading out to New York later tonight to check up on some things. Maybe we can meet up at the Mansion and hang out for a few hours?" Peter asked.

 _"That'd be... nice"_ Jessica said.

"Sweet, I'll see you then" Peter said.

 _"Okay, take care and don't leave me waiting or else I'll sick my arrow shooting boyfriend on your red and blue ass"_ Jessica said in a more happy tone.

"Pfft, I'm tempted to be late just so you'll do that and I can whoop his eggplant colored butt from here to Seattle" Peter said with a scoff.

After a few more lighthearted jabs at one another, the two agreed on a time and place in the mansion before they ended the call. Peter had just reached his class, stopping to scowl at the obvious ice trap at his door and because he saw that he forgot a few things back in his office.

"Better go get those, else I'll be teaching a class without something to keep Kid Gladiator in line" Peter said with a grin as he casually whistled the 'Amazing Spider-man' theme song back to his office in a light jog while another individual was slowly awakening in the school to the sound of their roommates' excited voice...

...

"Good morning Quentin!" a happy and excited Broo said towards a groggy Quentin Quire as he pulled the blanket off his head and glared tiredly up at the ceiling while his roommate bounced around in excitement as he packed his bag for class.

"Whatever" he muttered as he sat up with a look that screamed he hated everyone and didn't care if they were offended or not "I didn't get the memo"

Half an hour later he was up, dressed, bathed and stalking through the halls of the school with a annoyed scowl on his face. He looked around to see some students were watching him closely while others seemed to care less that he was there. He scowled at all of them just the same.

"What do you want? You're all sheep and don't know it" Quire said as he passed by several 'klicks' Jocks. Conformists. Little capitalists. Society's got you brainwashed"

He had just passed by a set of windows and gave the outside courtyard a passing glance before he stopped and did a double take. Outside was Professor Logan and before him was Armor. Based on their attire, Armor having her arms and legs incased in the odd energy that covers her body and the fact they were trying to hit one another, they were sparring. Quire shook his head in disbelief at this.

"You've got to be kidding me. Who even spars at seven in the morning?" the telepath said as he watched the two for several moments "What am I saying, sadist like Logan do"

He watched them for several more seconds before he heard a woman's voice speak up behind him "Mr. Quire?"

Quentin sighed at this as he turned to see Rachel Grey standing there with a look of curiosity on her face. The pink haired telepath snorted at her as he spoke in a obviously bored and uninterested tone "Yes Rachel?"

Rachel's face contorted into a scowl at this "Ms. Grey will do nicely thank you. Your psychwar 101 class started ninety seconds ago"

 _'Yeah I know, I'm listening in'_ Quentin replied telepathically as he lazily scratched his face _'Besides I should be teaching that class. Psychwar 101? Maybe when I was six years old I could've learned something there'_

 _'Along with some basic manners apparently_ ' Rachel responded with rolled her eyes before she turned and left the troubled teen in the hall "Get to class Quentin. Now!"

Quire watched her go before he turned back towards Logan and Armor outside sparring "Peasants, all of them. Psychwar… they wouldn't know a psychwar if it waked up and kicked their ass. Speaking of which..."

Quire focused his gaze on Logan with a dark glare of anger as memories of the man's actions against him flashed though his mind ' _I haven't forgotten you jackass. I may have helped you save this school and all, so you could play hero to the masses. Coolest dude in the room right? But hero or no hero, no one embarrasses Quentin Quire like you did. When you shipped me out to this godforsaken place. No one locks me up like some political prisoner'_

It was than that Logan glanced up at the window that Quire was at, likely noticing that he was being watched. Quire stared down at the feral mutant with a grin that caused Logan to narrow his eyes at him before he returned to his spar with Armor.

Quire's eyes narrowed at this "Not even you..."

He was so focused on Logan that he almost didn't notice Broo walk up behind him.

"Quentin?" the young Brood said as he adjusted his glasses on his face "I was sent yo find you. You're holding up class. I mean... that's not me saying that. That's the message I'm supposed to... um..."

Growing tired of Broo's stumbling he turned towards the young alien insect based being with a look of announce and impatience "Do you like video games Broo?"

Broo blinked at this "Um sure, who doesn't?"

"Indeed" quire said as he returned to looking outside at Logan and Armor's sparring with narrowed eyes "Tell them I'm sick. Doubled over. Stomach virus. Tell them I've gone back to bed and they can try me again in the morning"

After several seconds passed and Quire noticed that Broo was still standing there, he scowled at the alien as he turned to look him in the eye with a glare "NOW!"

Broo jumped at the tone and quickly ran back to the class to deliver Quire's message, leaving the powerful telepath alone to conduct his payback against Logan. He cracked his neck as he focused his gaze on both Logan and Armor, wouldn't do for her to go and let others know what he was about to do to Logan.

"Let's see if the Neanderthal is any good at co-op" Quire muttered as he focused his telepathy on the two and watched with a grin as the two suddenly collapsed to the ground.

...

"Logan" Armor yelled as she was shoved to the muddied ground suddenly.

She was no longer in spandex shorts, a gray t-shirt and sneakers, but a purple jacket with black and yellow stripped sleeves, shoulder pads, a worn blue skirt, fishnets with holes and tears all up and down the sides and a pair of old black leather boots that looked to be held together by string and tape. She glared up at the man who pushed her with a dark scowl "What the hell are you doing?"

Logan, who was now in a green jacket with two different types of shoulder pads on, blue pants covered in straps and holsters from the numerous padding and belts blinked in surprise at Armor "I-"

"Let me up!" she said, causing the man to nod and back away and look around at their surroundings.

They were in some futuristic dystopian city where numerous humans, cyborgs or fully robotic beings walked around in attire similar to Logan and Armors.

"What's the matter with you?" Armor asked as she stood up and brushed the mud and dirt off her clothes and backpack before she glared at Logan with annoyance "Hands to yourself, you hear me?"

"No time to argue kid" Logan said as he took notice of the sun's position "We gotta get moving. It'll be dark soon"

...

"I did it!" Quire yelled in triumph "Would it work? Worked. It's running, the construct is working. I can't believe the construct is working. And it's..."

Quire closed his eyes as he viewed the world he placed Logan and Armor's minds in "It's perfection. You want to talk about psychwar?"

It was than that Quire noticed that Logan and Armor's bodies were still outside, in plain view of whoever were to pass by. He frowned at that "Oh. And there's that..."

He quickly sprinted towards the nearest staircase so he could get downstairs and outside before anyone would notice the two unconscious mutants outside.

"Oh crap, Don't let anyone see" Quire said in a slightly panicked tone as he raced outside, down the steps and towards where Logan and Armor still laid "Okay, keep it together Quire. Compartmentalize. Focus. Maintain. Keep the program running, keep the illusion intact. Pull this off, you'll be able to write your own ticket around here. You know your better than the other psychics. So prove it!" "

He came to a stop at Logan and Armor's bodies and quickly looked around to make sure no one saw him before he leaned down to pick Armor up first "Forgive the mental intrusion. I promise you I'm not prying, like in a skeevy way"

With a huff he lifted her up in his arms and quickly began to make his way back into the school with the passed out girl in his arms "It's not really about you Ichiki, this is all about that raving animal of a teacher back there..."

It didn't take him long to get Armor downstairs into one of the boiler rooms and placed the girl gently on a bench and proceeded to place a blanket over her, keep her warm incase it got cold "A day off of school, a nice sleep-in, catch up on your beauty rest or whatever. When you think about it, I'm really doing you a favor. I'm doing all of us a favor. I think it's time for the students to flex a little muscle around here, fight the power, am I right?"

He didn't receive an answer, not that he was expecting one. After all, it was nigh impossible for her to break out of one of his illusions. Once he was sure she'd be fine, and no one would notice her to easily, he made his way back outside and proceeded to move Logan's body. After several seconds of trying to move the heavy little mutant, Quire let out a curse.

"this is absurd" he gritted out as he pulled the man by the legs "I'm actually sweating!"

He let go of Logan's legs and took several breathes, and wiped away some of the sweat on his brow before he noticed a nearby tool shed. He smirked at this "Bingo!"

He begin to drag Logan's body towards the shed with renewed vigor, stopping only to unlock and open the shed's doors before he dragged Logan inside "Much closer. Much easier"

He let of Logan's arm and allowed the man to collapse on to the ground with a heavy 'whump. Nodding in satisfaction, he quickly stepped over Logan and rushed to the door before he prepared to close it and re-secured the locks back on with a grin "Much more secure"

"What the heck are you doing Offspring-Beta?"

Quieten froze in his actions as he slowly looked over his shoulder to see Spider-man standing only a few feet away from him. The pink haired Omega level mutant said nothing as the wall crawler peeked over his shoulder to see Logan's unconscious form in the shed. The lenses on his mask narrowed as he glanced back at Quentin.

"I said, what did you just do Quentin?" Spider-man demanded as he took a step forward.

"What me?" Quentin said as he pointed to himself "Well I… I um… well…"

After several moments Quentin let out a sigh and let his shoulders sag before he looked up at Spider-man with a scowl of annoaynce "Ah screw it, three is considered a sacred number by some cultures"

He focused his telepathy on Spider-man and before the surprised man could react, he was down on the ground. Quentin nodded in approval as he grabbed the man by the ankles and began to drag him inside as well.

"As to answer your question from earlier, I was paying Logan back for the disrespect and humiliation he dealt to me by bringing me here as some sort of joke of a political prisoner" Quentin said with a huff as he pulled Spider-man inside until he was lying next to Logan. The pink haired teen wiped the sweat off his forehead before he glared down at the black and gold colored clad man "And as for you, well maybe this is for embarrassing me, making a mockery of my name or maybe I just don't like you and want to see you squirm like the arachnid you pretend to be…"

Quentin glared at Spider-man's form for several moments before he suddenly shrugged "Or I just didn't want you to snitch on me to that hack of a telepath, Gray. Either one's fine at this point"

He then made his way towards the doors of the shed before he glanced back at Spider-man and Logan with a smirk "Enjoy my construct you two, I know I will…"

He then closed and locked the doors, leaving the two unconscious Avengers alone in the darkness, unaware of the horror he may have unintentionally unleashed…

…

* * *

And done.

Next chapter, Ready unwilling players one, two and three…


End file.
